Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any Registrable Securities are included in a registration of any securities of statement under this Section 2, to the Company under the Securities Actextent permitted by law, the Company will, and hereby does agree to does, indemnify and hold harmless the holder seller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder seller or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder seller or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is seller expressly for use in the preparation thereof andthereof, and provided further that the Company shall not be liable to any Person 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 Personperson'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 person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In the event of any registration of any securities ------------------------------ the Registrable Securities of the Company under the Securities Act, pursuant to the terms of this Agreement, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Holder and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Registrable Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively the "Claims"), to which such holder the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (the Claims or actions or proceedings, whether commenced or threatened, in respect thereof) thereto arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such securities the Holder's Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim or action or proceeding, proceeding in respect thereto; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (Claim or action or proceeding in respect thereof) thereof or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter the Holder specifically stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Registrable Securities by such holderthe Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementHolder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the 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 at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderthe Holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementeach Underwriter, its directors affiliates and each of its and their respective directors, officers, each other Person who participates as an underwriter in the offering or sale of such securities members, employees, representatives and agents and each other Personperson, if any, who controls such holder or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) against any lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or severalproceeding in respect thereof), to which such holder or any such director or officer or underwriter or controlling person Underwriter Indemnified Party may become subject subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinAct Regulations, or the Prospectus, or in any amendment or supplement theretothereto or document incorporated by reference therein, or any (B) the omission or alleged omission to state therein in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company will reimburse such holder and each such director, officer, underwriter and controlling person Underwriter Indemnified Party promptly upon demand for any legal fees or any other expenses reasonably incurred by them that Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action action, investigation or proceeding, provided as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (expense or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission from any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or alleged omission made in such registration statementthe Prospectus, or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto, or made in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in through the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made Representative by or on behalf of such holder or any such directorUnderwriter specifically for use therein, officerwhich information the parties hereto agree is limited to the Underwriters’ Information. This indemnity agreement is not exclusive and will be in addition to any liability, underwriter or controlling person which the Company might otherwise have and shall survive the transfer of such securities by such holdernot limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the holder extent permitted by law, each Holder of any Registrable Securities covered by such registration statementSecurities, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, agents and each other Person, if any, person who controls such holder or any such underwriter Holder (within the meaning of the Securities Act Act) (each, a “Holder Indemnified Party”) against any all losses, judgements, claims, damages or liabilitiesdamages, joint or severalliabilities and out-of-pocket expenses (including reasonable attorneys’ fees) resulting from, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or that are based upon on (a) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein, Prospectus or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and or any violation by the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal of the Securities Act or any other expenses reasonably incurred by them rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with investigating or defending any such lossregistration, claim, liability, action except insofar as the same are caused by or proceeding, provided that the Company shall not be liable contained in any such case to the extent that any such loss, claim, damage, liability, (information or action or proceeding affidavit furnished in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company by such holder or underwriter stating that it is Holder expressly for use therein, or (b) if such losses, judgments, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the preparation thereof and, provided further that Prospectus. The Company shall promptly reimburse a Holder Indemnified Party for any reasonable expenses incurred by such Holder Indemnified Party in connection with investigating and defending any proceeding or action to which this Section 4.1 applies (including the reasonable fees and disbursements of legal counsel) except insofar as such proceeding or action arise out of or are based on any information or affidavit furnished in writing to the Company shall not be liable by such Holder, or if such proceeding or action are based on any such Holder’s violation of the federal securities laws or failure to any Person who participates as an underwriter sell the Registrable Securities in accordance with the intended plan of distribution contained 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 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 final prospectus or an amendment or supplement thereto. 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 holderProspectus.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct by any registration statement pursuant to rights granted in this Agreement of Registrable Securities held by Securityholders, the Company will, and hereby does agree to will indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementSecurityholders, its their officers, directors and officersaffiliates, and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder Controls any Securityholder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilitiesliabilities (including legal fees and costs of court), joint or several, to which Securityholders or such holder or any such director or officer or underwriter or controlling person Person may become subject under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse such Persons, as and when incurred, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages damages, or liabilities (or any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which such Shares are offered and relating to action taken or action or inaction required of the Company in connection with such offering, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Act or any amendment or supplement theretoto any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, and if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse such holder Securityholders and each such director, officer, underwriter and each such controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, action or proceedinghowever, provided that the Company shall not be liable to any Securityholder or its underwriters or controlling Persons in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any statement or such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company through a written instrument duly executed by Securityholders or such holder or underwriter stating that it is specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the holder full extent permitted by law, each Selling Holder of any Registrable Securities covered by Securities, each member, limited partner or general partner thereof, each member, limited partner or general partner of each such registration statementmember, its directors and limited or general partner, each of their respective Affiliates, officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, stockholders, employees, advisors, and agents and each other Person, if any, who controls such holder or any such underwriter Persons within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act and each of their respective Representatives from and against any and all losses, insofar as such lossespenalties, judgments, suits, costs, claims, damages or damages, liabilities and expenses (or actions or proceedingsincluding reasonable costs of investigation and legal expenses) (each, whether commenced or threateneda “Loss”, in respect thereofand collectively, “Losses”) that arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which or prospectus relating to such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinRegistrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse except insofar as such holder and each such directorlosses, officerclaims, underwriter and controlling person for any legal damages or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided liabilities that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in with respect to information relating to such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement Selling Holder included in reliance upon and in conformity with written information furnished in writing to the Company by such holder Selling Holder or underwriter stating that it is on such Selling Holder’s behalf expressly for use inclusion therein. This indemnity shall be in the preparation thereof and, provided further that addition to any liability 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 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 final prospectus or an amendment or supplement theretootherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Selling Holder or any such director, officer, underwriter or controlling person Indemnified Party and shall survive the transfer of such securities by such holderSelling Holder. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.8.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to agrees to, indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, thereto (including any related issuer free-writing prospectus) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or any violation by the Company of the Securities Act or the Exchange Act applicable to the Company in connection with such registration, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including any issuer free-writing prospectus) in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter specifically stating that it is for use in the preparation thereof and(the foregoing shall not limit the obligations of the Company to any other holder that did not provide such written information), provided further and 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 ’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 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 final prospectus or an amendment or supplement theretoprospectus. 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.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any Registrable Securities covered by Holders and, if a Holder is a person other than an individual, such registration statement, its directors and Holder’s officers, directors, employees, agents, representatives and Affiliates, and each other Person who participates as an underwriter in Person, if any, that controls a Holder within the offering or sale meaning of such securities the Securities Act, and each other Person, if any, who controls such holder subject to liability because of his, her or any such underwriter within the meaning of the Securities Act its connection with a Holder (each, an “Indemnitee”), against any and all losses, claims, damages or damages, actions, liabilities, costs, and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any violation (or alleged violation) by the Company of the Securities Act, the Exchange Act or state securities laws and relating to action or inaction required of the Company under the terms of this Agreement or in connection with any Registration Statement or Prospectus; (ii) any untrue statement (or alleged untrue untrue) statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Registration Statement or any amendment Prospectus; or supplement thereto, or (iii) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, and the Company will reimburse such holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to such Indemnitee or any Person person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Personperson, 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 or is based upon (a) an untrue statement (or alleged untrue statement) or omission (or alleged omission) made in such Person's Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company for use in connection with such Registration Statement or the Prospectus contained therein by such Indemnitee, (b) any Holder’s failure to send or give a copy of the final prospectusfinal, as amended or supplemented prospectus furnished to the same may be then supplemented Holders by the Company at or amended, within prior to the time such action is required by the Securities Act to the Person asserting the existence of person claiming 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 final prospectus final, amended or supplemented Prospectus, or (c) an amendment untrue statement or supplement thereto. Such indemnity shall remain alleged untrue statement contained in full force and effect regardless of any investigation offer made by or on behalf a Holder relating to the Registrable Securities that constitutes a “free writing prospectus” as defined in Rule 405 of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderSecurities Act.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementSales Agent and its affiliates, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, employees and agents, and each other Person, if any, who controls such holder or any such underwriter Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, joint and any action or severalproceeding in respect thereof, to which such holder or Sales Agent, its officers, directors, employees and agents, and any such director or officer or underwriter or controlling person Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus or any registration statement under which such securities were registered under other prospectus relating to the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinCommon Shares, or any amendment or supplement thereto, any preliminary prospectus 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 arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) not misleading, and except insofar as the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission same are made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information related to Sales Agent furnished in writing to the Company by such holder or underwriter stating that it is Sales Agent expressly for use in the preparation thereof andtherein, provided further that and the Company shall not be liable reimburse Sales Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing 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 defend against any such case to the extent that any such losslosses, claimclaims, damagedamages or liabilities, liability (or action actions or proceeding proceedings 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 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 final prospectus or an amendment or supplement thereto. 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 holderexpenses are incurred.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby does agree to agrees to, indemnify and hold harmless the holder of any Registrable Securities covered by each Holder, such registration statement, its Holder's directors and officers, and each other Person person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other Personthe Registered Shares, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, liabilities to which such holder Holder or any such director or officer agent or underwriter or controlling person may become subject under the Securities Act or otherwisesubject, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration, or any preliminary prospectus, or final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will shall, and it hereby agrees to, reimburse such holder and each such director, officer, Holder or any such agent or underwriter and controlling person for any legal or any other out-of-pocket expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such action, proceeding or claim; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 3.06(a) shall not apply to amounts paid in settlement of any such loss, claim, liabilitydamage, liability or action or proceedingif such settlement is effected without the consent of the Company which consent shall not be unreasonably withheld; PROVIDED, provided FURTHER, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration, any such or preliminary prospectus, or final prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder Holder or any agent, underwriter stating that it is or representative of such Holder expressly for use in therein, or by such Holder's failure to furnish the preparation thereof andCompany, provided further upon request, with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall not be liable to any Person who participates as an sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or 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 sold securities to the extent that any person alleging such loss, claim, damagedamage or liability without sending or giving, liability (at or action or proceeding in respect thereof) or expense arises out prior to the written confirmation of such Person's failure to send or give sale, a copy of the final applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the same may be then supplemented or amended, within the time required by the Securities Act Company had previously furnished copies thereof to the Person asserting the existence of an such Holder or such agent or underwriter, and such prospectus corrected such 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 made in such final prospectus or an amendment or supplement thereto. 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 holderRegistration.

Indemnification by the Company. In The Company agrees to indemnify, to the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered fullest extent permitted by such registration statement, its directors and officerslaw, each other Holder, each Affiliate of a Holder and each director, officer, employee, manager, stockholder, partner, member, counsel, agent or representative of such Holder and its Affiliates and each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Person (within the meaning of either Section 15 of the Securities Act against any or Section 20 of the Exchange Act) (collectively, “Holder Indemnified Parties”) against, and hold it and them harmless from, all losses, claims, damages or damages, liabilities, joint or severalactions, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced costs (including, without limitation, costs of preparation and attorneys’ fees and disbursements) and expenses, including expenses of investigation and amounts paid in settlement (collectively, “Losses”) arising out of, caused by or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Statement, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (a “Misstatement/Omission”), and or any violation or alleged violation by the Company will reimburse such holder and each such directorof the Securities Act, officerthe Exchange Act, underwriter and controlling person for any legal state securities law, or any other expenses reasonably incurred by them in connection with investigating rule or defending regulation promulgated under the Securities Act, the Exchange Act or any such lossstate securities law, claim, liability, action or proceeding, provided except that the Company shall not be liable in any insofar as such case to the extent that any such loss, claim, damage, liability, (Misstatement/Omission or action or proceeding in respect thereof) or expense arises out of or violation is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such holder or underwriter stating that it is Holder expressly for use in the preparation thereof andtherein; provided, provided further further, that the Company shall not be liable for a Holder’s failure to any Person who participates as an underwriter in deliver or cause to be delivered (to the offering or sale of Registrable Securities or to any other Person, if any, who controls extent such underwriter within the meaning of delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, in any such case furnished to it by the Company on a timely basis at or prior to the extent that any time 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 is required by the Securities Act to the Person asserting the existence of 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 person claiming a Misstatement/Omission if such statement or omission Misstatement/Omission was corrected in such final prospectus Prospectus. In connection with an underwritten offering, the Company will indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or an amendment or supplement theretoSection 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. Such This indemnity shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive other indemnification arrangements to which the transfer of such securities by such holderCompany may otherwise be party.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless (to the holder of any Registrable Securities covered fullest extent permitted by such registration statementapplicable law) each Designated Holder, its directors and general or limited partners, members, directors, officers, Affiliates and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter (within the meaning of Section 15 of the Securities Act Act) any of the foregoing to the fullest extent permitted by applicable law from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such holder liabilities and expenses (including reasonable costs of investigation) or any such director action or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceeding in respect thereofthereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses) arise (each, a “Liability” and collectively, “Liabilities”), (i) arising out of or are based upon or relating to any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus or preliminary, final or summary prospectus, final prospectus or summary prospectus contained thereindocument incorporated by reference into any of the foregoing (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), (ii) arising out of or any amendment or supplement thereto, or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which such statements were made, and the Company will reimburse except insofar as such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense Liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made contained in such registration statementRegistration Statement, any such preliminary prospectus, prospectus or final prospectus, summary prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information concerning such Designated Holder furnished in writing to the Company by such holder or underwriter stating that it is Designated Holder specifically for use in the preparation thereof andtherein, provided further that or (iii) any violation or alleged violation by the Company shall not be liable of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with the sale of securities by such Designated Holder pursuant to any Person who participates as an underwriter Registration Statement in the offering or sale of Registrable Securities or which such Designated Holder is participating. The Company shall also provide customary indemnities to any other Personunderwriters (or persons, if any, who controls such underwriter including broker-dealers or agents deemed “underwriters” within the meaning of the Securities Act) of the Registrable Securities, in any their officers, directors and employees and each Person who controls such case underwriters (within the meaning of Section 15 of the Securities Act) to the same extent that any such loss, claim, damage, liability (or action or proceeding in as provided above with respect thereof) or expense arises out of such Person's failure to send or give a copy the indemnification 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 at or prior to the written confirmation of the sale Designated Holders of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. 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 holderSecurities.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the holder of any Registrable Securities covered full extent permitted by law, each Holder and such registration statement, its directors and Holder’s officers, directors, employees, advisors, Affiliates and agents and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter (within the meaning of set forth in the Securities Act or the Exchange Act) such Holder from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which the sale of such securities were registered Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act, any preliminary prospectus, final prospectus ) that the Company has filed or summary prospectus contained thereinis required to file pursuant to Rule 433(d) of the Securities Act, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, and the Company will reimburse such holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such Registration Statement (including any final or preliminary prospectus, final prospectus, summary prospectus, Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any such statement made in any free writing prospectus in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is indemnified party expressly for use in the preparation thereof and, provided further that thereof. This indemnity shall be in addition to any liability 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 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 final prospectus or an amendment or supplement theretootherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person indemnified party and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities the Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Holder and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively, "Claims"), to which such holder or any such director or officer the Holder or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities Holder's Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder the Holder's and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter the Holder's specifically stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder the Holder's or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Securities by such holderthe Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, hereby agrees and hereby does agree to will indemnify and hold harmless the holder Holder of any Registrable Option Securities covered by such registration statement, its directors it directors, officers, representatives and officersagents, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder seller or any such director or officer or director, officer, representative, agent, underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse indemnify such holder Holder and each such director, officer, representative, agent, underwriter and controlling person for any legal or any other there expenses reasonably incurred by them in connection with investigating investigation or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter Holder specifically stating that it is for use in the preparation thereof andthereof; and provided further, provided further that the Company shall not be liable to any Person person who participates as an underwriter in the offering or sale of Registrable Option Securities or to any other Personperson, 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 Personperson'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 person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Option Securities to such Person person if such statement or omission mission was corrected contained in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, officer, representative, agent, underwriter or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In The Company agrees to indemnify, to the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered fullest extent permitted by such registration statement, its directors and officerslaw, each other Holder, each Affiliate of a Holder and each director, officer, employee, manager, stockholder, partner, member, counsel, agent or representative of such Holder and its Affiliates and each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Person (within the meaning of either Section 15 of the Securities Act against any or Section 20 of the Exchange Act) (collectively, “Holder Indemnified Parties”) against, and hold it and them harmless from, all losses, claims, damages or damages, liabilities, joint or severalactions, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced costs (including, without limitation, costs of preparation and attorneys’ fees and disbursements) and expenses, including expenses of investigation and amounts paid in settlement (collectively, “Losses”) arising out of, caused by or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Statement, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (a “Misstatement/Omission”), and or any violation or alleged violation by the Company will reimburse such holder and each such directorof the Securities Act, officerthe Exchange Act, underwriter and controlling person for any legal state securities law, or any other expenses reasonably incurred by them in connection with investigating rule or defending regulation promulgated under the Securities Act, the Exchange Act or any such lossstate securities law, claim, liability, action or proceeding, provided except that the Company shall not be liable in any insofar as such case to the extent that any such loss, claim, damage, liability, (Misstatement/Omission or action or proceeding in respect thereof) or expense arises out of or violation is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such holder or underwriter stating that it is Holder expressly for use in the preparation thereof andtherein; provided, provided further further, that the Company shall not be liable for a Holder’s failure to any Person who participates as an underwriter in deliver or cause to be delivered (to the offering or sale of Registrable Securities or to any other Person, if any, who controls extent such underwriter within the meaning of delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, in any such case furnished to it by the Company on a timely basis at or prior to the extent that any time 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 is required by the Securities Act to the Person asserting the existence of 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 claiming a Misstatement/Omission if such statement or omission Misstatement/Omission was corrected in such final prospectus Prospectus. In connection with an Underwritten Offering, the Company will indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or an amendment or supplement theretoSection 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. Such This indemnity shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive other indemnification arrangements to which the transfer of such securities by such holderCompany may otherwise be party.

Indemnification by the Company. In the event of any registration of any securities the ------------------------------ Registrable Securities of the Company under the Securities Act, pursuant to the terms of this Agreement, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Holder and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Registrable Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively the "Claims"), to which such holder the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (the Claims or actions or proceedings, whether commenced or threatened, in respect thereof) thereto arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such securities the Holder's Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim or action or proceeding, proceeding in respect thereto; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (Claim or action or proceeding in respect thereof) thereof or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter the Holder specifically stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Registrable Securities by such holderthe Holder.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the holder of any Registrable Securities covered full extent permitted by such registration statementlaw, its directors and officersHolder, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which such holder Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 expenses 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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and provided, further, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 5.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or give, at or prior to the written confirmation of such sale, a copy of the sale of Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities of the (a) The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any each Participating Shareholder holding Registrable Securities covered by a Registration Statement, each member, trustee, limited or general partner thereof, each member, trustee, limited or general partner of each such registration statementmember, its directors and limited or general partner, each of their respective Affiliates, officers, directors, stockholders, shareholders, employees, advisors and agents, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their Representatives from and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or liabilities, joint or several, relating to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) any registration statement under which such securities were registered under Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) or (B) any application or other document or communication executed by or on behalf of the 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 under the securities Laws thereof, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and or (iii) any violation or alleged violation by the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal of the Securities Act or any other expenses reasonably incurred by them similar federal or state securities Laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with investigating or defending any such lossregistration, claimqualification or compliance, liability, action except in all cases insofar as such Damages are caused by or proceeding, provided that the Company shall not be liable in related to any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission so made based upon or alleged omission made contained in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such holder or underwriter stating that it is Participating Shareholder expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering therein or sale of Registrable Securities or to any other Person, if any, who controls by 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 Participating Shareholder’s failure to send or give deliver a copy of the final prospectus, as the same may be then supplemented issuer free writing prospectus or amended, within any amendments or supplements thereto after the time required by the Securities Act to the Person asserting the existence Company has furnished such Participating Shareholder with a sufficient number of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation copies of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. 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 holdersame.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless each of the holder holders of any Registrable Transfer Restricted Securities covered by such registration statement, its directors and officersincluded in an Exchange Offer Registration Statement, each other Person of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Transfer Restricted Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer holder, agent or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Transfer Restricted Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained thereintherein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will shall, and it hereby agrees to, reimburse such holder holder, such Electing Holder, such agent and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectusor preliminary, final prospectusor summary Prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is person expressly for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.therein;

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless each of the holder Underwriters, their respective affiliates and each of any Registrable Securities covered by such registration statementtheir respective directors, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities members, employees and agents and each other Personperson, if any, who controls such holder or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) against any lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or severalproceeding in respect thereof), to which such holder or any such director or officer or underwriter or controlling person Underwriter Indemnified Party may become subject subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus any Issuer Free Writing Prospectus, any “issuer information” filed or summary prospectus contained thereinrequired to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or any (B) the omission or alleged omission to state therein in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (C) any breach of the representations and warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by any of the Underwriters in connection with, or relating in any manner to, this Agreement, the Securities or the Offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 7(a) (provided that the Company will shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriters through their gross negligence or willful misconduct), and shall reimburse such holder and each such director, officer, underwriter and controlling person the Underwriter Indemnified Party promptly upon demand for any legal fees or any other expenses reasonably incurred by them that Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action action, investigation or proceeding, provided as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (expense or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission made in such registration statement, from any such preliminary prospectus, final prospectusany Registration Statement or the Prospectus, summary prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is through the Representative expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. This indemnity agreement is not exclusive and will be in the preparation thereof andaddition to any liability, provided further that which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be liable available at law or in equity 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 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 final prospectus or an amendment or supplement thereto. 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 holdereach Underwriter Indemnified Party.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the holder Holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of legal counsel and accountants for such securities Holder, and each other Person, if any, who controls such holder or any such underwriter Holder, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person of the foregoing persons may become subject subject, under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter Holder specifically stating that it is for use in the preparation thereof andthereof; provided further, 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 ’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 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 final prospectus prospectus; and provided still further, that the indemnity agreement contained in this Section 3.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or an amendment or supplement theretoaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementeach Underwriter, its directors affiliates and each of its and their respective directors, officers, each other Person who participates as an underwriter in the offering or sale of such securities members, employees, representatives and agents and each other Personperson, if any, who controls such holder or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) against any lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or severalproceeding in respect thereof), to which such holder or any such director or officer or underwriter or controlling person Underwriter Indemnified Party may become subject subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities ActAct Regulations, any preliminary prospectus, final prospectus Registration Statement or summary prospectus contained thereinthe Prospectus, or in any amendment or supplement theretothereto or document incorporated by reference therein, or any (B) the omission or alleged omission to state therein in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (C) any breach of the representations and warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriters in connection with, or relating in any manner to, this Agreement, the Securities, Representative Securities or the Offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 5.1 (provided that the Company will shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse such holder and each such director, officer, underwriter and controlling person the Underwriter Indemnified Party promptly upon demand for any legal fees or any other expenses reasonably incurred by them that Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action action, investigation or proceeding, provided as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (expense or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission made in such registration statementfrom any Preliminary Prospectus, any Registration Statement or the Prospectus, or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in through the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made Representative by or on behalf of such holder or any such directorUnderwriter specifically for use therein, officerwhich information the parties hereto agree is limited to the Underwriters’ Information. This indemnity agreement is not exclusive and will be in addition to any liability, underwriter or controlling person which the Company might otherwise have and shall survive the transfer of such securities by such holdernot limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless (x) each of the holder of any broker-dealers whose Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as are included in an underwriter in the offering or sale of such securities Exchange Registration Statement and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Electing Holders of Registrable Securities Act included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder broker-dealer or any such director or officer or underwriter or controlling person Electing Holder may become subject under the Securities Act or otherwise, 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 any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person broker-dealer or Electing Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that (i) the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is person expressly for use in the preparation thereof and, provided further that the Company shall not be liable therein and (ii) with respect 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 at made in any Exchange Registration Statement or prior Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to such Exchange Registration Statement or Shelf Registration Statement, the indemnity agreement contained in this Section 5(a) will not inure to the written confirmation benefit of any broker-dealer or Electing Holder from whom the sale of person asserting any such loss, claim, damage or liability purchased the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf the extent that at the time of such holder purchase such broker-dealer or any Electing Holder had received timely written advice from the Company prior to such director, officer, underwriter or controlling person and shall survive purchase that the transfer use of such securities by such holderprospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e) hereof.

Indemnification by the Company. In consideration of the agreements of the holders of the Registrable Securities contained herein and in the several Subscription Agreements, and as an inducement to such holders to enter into the Subscription Agreement, the Company shall agree that in the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to will indemnify and hold harmless harmless, to the holder full extent permitted by law, each of the holders of any Registrable Securities covered by such registration statement, its their respective directors and officers, members, general partners, limited partners, managing directors, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls controls, is controlled by or is under common control with any such holder Shareholder or any such underwriter within the meaning of the Securities Act (and directors, officers, controlling Persons, members, partners and managing directors of any of the foregoing) against any and all losses, claims, damages or liabilities, joint or several, and expenses including any amounts paid in any settlement effected with the Company’s consent, which consent will not be unreasonably withheld, to which such holder or Shareholder, any such director or officer officer, member, or general or limited partner or managing director or any such underwriter or controlling person Person may become subject under the Securities Act Act, U.S. state securities “blue sky” laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, therein or any amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and or (C) any violation or alleged violation by the Company will of any U.S. federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. The Company shall reimburse each such holder Shareholder and each such director, officer, member, general partner, limited partner, managing director or underwriter and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company or its representatives by such Shareholder, in its capacity as a Shareholder in the Company, or any such director, officer, member, general or limited partner, managing director, underwriter or controlling Person expressly 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, if any, or any other Person (other than a holder of Registrable Securities covered by the registration statement), if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this Section 3(e)(i) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person (other than a holder of Registrable Securities covered by the Registration Statement) results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final prospectus, as then amended or supplemented, had corrected any such misstatement or omission, except that the indemnification obligation of the Company with respect to any Person who participates as an underwriter in the offering or sale of Registrable Securities, or any other Person (other than a holder of Registrable Securities covered by the registration statement), if any, who controls such underwriter within the meaning of the Securities Act, pursuant to such Person if such statement or omission was corrected this proviso shall be modified in such final prospectus or an amendment or supplement theretomanner, which shall be reasonably acceptable to the Company and a majority of the holders of Registrable Securities participating in any such registration, as is consistent with customary practice with respect to underwriting agreements for offerings of such type. Such The indemnity provided for herein, when it becomes a commitment of the Company, shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Shareholder or any such director, officer, member, general partner, limited partner, managing director, underwriter or controlling person Person and shall survive the transfer of such securities by such holderShareholder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the holder case of any registration statement filed pursuant to Section 2.1 or 2.2, each seller of any Registrable Securities covered by such registration statement, its directors statement and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such holder seller or underwriter or any such director or officer or underwriter director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder seller or underwriter and each such director, officer, underwriter partner, agent, affiliate and controlling person Person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder seller or underwriter underwriter, as the case may be, specifically stating that it is for use in the preparation thereof andthereof; provided, provided further 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 is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or alleged omission at supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to the written confirmation of or concurrently with the sale of Registrable Securities to the person asserting such Person if loss, claim, damage or liability after the Company has furnished such statement or omission was corrected in such final prospectus or an amendment or supplement theretoseller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or underwriter or any such director, officer, underwriter partner, agent, affiliate or controlling person and shall survive the transfer of such securities by such holderseller or underwriter.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless harmless, with respect to any registration statement filed by it, to the holder fullest extent permitted by law, each Holder who is a seller of any Registrable Securities Units covered by such registration statement, its directors and officers, directors, employees, agent, general or limited partners, each other Person who participates as an underwriter in the offering or sale of such securities Units (and the directors, officers, employees and agents thereof), and each other person, partnership, trust, corporation, joint venture, unincorporated organization or government or any department or agency thereof ("Person"), if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, "Holder Indemnified Parties") against any all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, (including reasonable fees and expenses of one counsel representing all Holder Indemnified Parties with respect to each proceeding under which indemnification is sought) and any amounts paid in settlement effected with the Company's consent, which consent shall not be unreasonably withheld) to which such holder or any such director or officer or underwriter or controlling person Holder Indemnified Party may become subject under the Securities Act Act, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by (1) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under in which such securities Units were registered under included as contemplated hereby or the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company will reimburse 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (3) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action of or inaction by the Company in connection with any such holder registration; and in each such directorcase, officer, underwriter and controlling person the Company shall reimburse the Holder Indemnified Parties as incurred for any reasonable legal fees and expenses of one counsel representing all Holder Indemnified Parties with respect to each proceeding under which indemnification is sought or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such losshowever, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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, Holder Indemnified Party in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding proceeding, whether commenced or threatened, 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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission at made in such registration statement or prior amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive Holder Indemnified Party relating to such Holder Indemnified Party for use in the transfer of such securities by such holderpreparation thereof.

Indemnification by the Company. In the event of that any registration of any securities of the Company under the Registrable Securities Actare included in a Registration Statement pursuant to this Agreement, the Company will, and hereby does agree to will indemnify and hold harmless the holder of any each Investor whose Registrable Securities covered by such registration statement, are included in a Registration Statement and its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, members, employees and agents, successors and assigns, and each other Personperson, if any, who controls such holder or any such underwriter Investor within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person they may become subject under the Securities Act or otherwise, 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 upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, Prospectus (if used prior to the effective date of such Registration Statement) or final prospectus or summary prospectus contained thereinProspectus, or any amendment or supplement theretothereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or any information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, ; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such holder Investor, and each such director, officer, underwriter director or member and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingaction; provided, provided however, that the Company shall will not be liable in any such case if and to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based solely upon (w) an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information pertaining to such Investor and furnished to the Company in writing by such holder Investor or underwriter stating that it is any such controlling person specifically for use in such Registration Statement or Prospectus, (x) the preparation thereof and, provided further use by an Investor of an outdated or defective prospectus after the Company has validly notified such Investor in writing that the Company shall not be liable to any Person who participates as prospectus is outdated or defective, (y) an underwriter in the offering Investor’s (or sale of Registrable Securities or to any other indemnified 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’s) or expense arises out of such Person's failure to send or give a copy of the final prospectusprospectus or supplement (as then amended or supplemented), as the same may be then supplemented or amended, within the time if required by the Securities Act (and not exempted) to the Person Persons asserting the existence of an untrue statement or alleged untrue statement or omission or alleged untrue statement or 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 final prospectus Prospectus or an amendment supplement, or supplement thereto. Such indemnity shall remain (z) amounts paid in full force and effect regardless settlement of any investigation made by loss, claim, damage or on behalf liability if such settlement is effected without the prior written consent of the Company unless, in accordance with Section 6(c) below, such settlement includes an unconditional release of such holder or any such director, officer, underwriter or controlling person and shall survive Indemnified Party from all liability on claims that are the transfer subject matter of such securities by such holderthe proceeding.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementeach Selling Holder, its directors directors, officers managers, employees, investment managers, agents and officers, each other Person who participates as an underwriter in the offering or sale of such securities Affiliates and each other Person, if any, who controls such holder or any such underwriter Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or severalseveral (collectively, “Losses”) to which such holder Selling Holder or any such director or director, officer or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, Registration Statement or any preliminary prospectus, free writing prospectus or final prospectus contained therein or summary prospectus contained thereinrelated thereto, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any prospectus, in the light of the circumstances under which such statements were made), or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulations promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance required under this Agreement, and the Company will reimburse such holder Selling Holder and each such director, officer, underwriter manager, employee, investment manager, agent, Affiliate and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLosses, claimactions or proceedings (collectively, liability, action or proceeding, “Expenses”); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (Losses or action or proceeding in respect thereof) or expense arises Expenses arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, any such preliminary prospectus, final free writing prospectus, summary final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in writing or electronically by or on behalf of such holder or underwriter stating that it is Selling Holder expressly for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Selling Holder or any such director, officer, underwriter officer or controlling person and shall survive the transfer of such securities by such holderSelling Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct by any registration statement pursuant to rights granted in this Agreement of shares held by Stockholders, the Company will, and hereby does agree to indemnify and will hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Stockholders and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder any Stockholder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilitiesliabilities (including reasonable out-of-pocket legal fees and costs of court), joint or several, to which Stockholders or such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, or liabilities (or any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Act or any amendment or supplement theretoto any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, and if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or any form of prospectus or in any amendment or supplement thereto, or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse such holder Stockholders and each such director, officer, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, action or proceedinghowever, provided that the Company shall not be liable to any Stockholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any statement or such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company in writing by such holder Stockholder or underwriter stating that it is such underwriters specifically regarding such Stockholder or such underwriters, as applicable, for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each of the holder of any broker-dealers whose Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as are included in an underwriter in the offering or sale of such securities Exchange Registration Statement and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Electing Holders of Registrable Securities Act included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder broker-dealer or any such director or officer or underwriter or controlling person Electing Holder may become subject under the Securities Act or otherwise, 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 any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person broker-dealer or Electing Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that (i) the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is person expressly for use in the preparation thereof and, provided further that the Company shall not be liable therein and (ii) with respect 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 at made in a Shelf Registration Statement or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an in any amendment or supplement thereto. Such thereto or in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity shall remain agreement contained in full force and effect regardless this Section 6(a) will not inure to the benefit of any investigation made by broker-dealer or on behalf Electing Holder from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities purchased concerned, to the extent that at the time of such holder purchase such broker-dealer or any Electing Holder had received timely written advice from the Company prior to such director, officer, underwriter or controlling person and shall survive purchase that the transfer use of such securities by such holderprospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e).

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities Sponsor and each other PersonHolder participating in an offering pursuant to Sections 2.1, 2.2 or 2.3 hereunder, and each of their respective officers, employees, Affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls such holder or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Sponsor and each other Holder participating in such offering from and against any expenses, losses, judgments, claims, damages or liabilities, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses), whether joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of any a material fact contained in any registration statement Registration Statement under which the sale of such securities were Holder’s Registrable Securities was registered under the Securities Act (including each preliminary prospectus), any prospectus filed under Rule 424 under the Securities Act, any preliminary prospectusFree Writing Prospectus or any other information that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (including, final prospectus or summary prospectus contained thereinwithout limitation, a contract of sale), or any amendment or supplement thereto, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading under the circumstances such statements were made; and the Company will shall promptly reimburse any such holder and each such director, officer, underwriter and controlling person indemnified party for any legal or and any other expenses reasonably incurred by them such indemnified party in connection with investigating or and defending any such expense, loss, judgment, claim, liabilitydamage, action liability or proceedingaction; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such expense, loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in such registration statementRegistration Statement (including each preliminary prospectus), any prospectus filed under Rule 424 under the Securities Act, any Free Writing Prospectus or any other information that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such preliminary prospectussecurities (including, final prospectuswithout limitation, summary prospectusa contract of sale), or any such amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter a Holder participating in the offering or sale expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities or to any other PersonSecurities, if anytheir officers, Affiliates, directors, partners, members and agents and each person who controls such underwriter within Underwriter on substantially the meaning same basis as that of the Securities Act, indemnification provided above 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 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 final prospectus or an amendment or supplement thereto. 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 holderthis Section 4.1.

Indemnification by the Company. In the event The Company hereby agrees to indemnify and hold harmless each holder of any registration of any securities of the Company Registrable Securities which shall have been registered under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and holder’s officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, employees and agents and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys’ fees, costs or liabilitiesexpenses (collectively, the “Damages”), joint or several, to which such holder or any such director controlling Person or officer or underwriter or controlling person participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each of Registrable Securities or such director, officer, underwriter and controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such said preliminary prospectus, or final prospectus, summary prospectus, prospectus or said amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is such controlling or participating Person, as the case may be, specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering thereof; 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 thereofii) 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 statement, omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such holder in full force a timely manner and effect regardless of any investigation made by such holder thereafter fails to deliver such prospectus as so amended or on behalf supplemented prior to or concurrently with the sale of such holder or any Registrable Securities to the Person asserting such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderDamages.

Indemnification by the Company. In To the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and hereby does agree to shall indemnify and hold harmless each Holder, the holder of any Registrable Securities covered by such registration statementpartners, its members, officers, directors and officersstockholders of each Holder, legal counsel and accountants for each other Person who participates Holder, any underwriter (as an underwriter defined in the offering or sale of Securities Act) for such securities Holder and each other Person, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, liabilities (joint or several, ) to which such holder or any such director or officer or underwriter or controlling person they may become subject under the Securities Act Act, the Exchange Act, any state securities laws or otherwiseany rule or regulation promulgated under the Securities Act, insofar as such losses, claims, damages damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, including any preliminary prospectus, final prospectus prospectus, or summary free writing prospectus contained therein, therein or any amendment amendments or supplement supplements thereto, any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company, (ii) the omission or alleged omission to state therein in such registration statement a material fact required to be stated therein therein, or necessary to make the statements therein not misleadingmisleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws, and the Company will shall reimburse such holder and each such directorHolder, officerunderwriter, underwriter and controlling person Person or other aforementioned Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, liability or action or proceeding, provided as such expenses are incurred; except that the Company shall indemnity agreement contained in this Section 4 will not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability, (liability or action if such settlement is effected without the consent of the Company (which consent cannot be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or proceeding in respect thereof) or expense action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement a Violation that occurs in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is expressly for use in the preparation thereof and, 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 connection with such underwriter within the meaning of the Securities Act, in registration by any such case to the extent that any such lossHolder, claimunderwriter, damage, liability (controlling Person or action or proceeding in respect thereof) or expense arises out of such other aforementioned 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities Securities of the Company under the Securities ActAct pursuant to Section 2.1, 2.2 or 2.3, the Company willhereby indemnifies and agrees to hold harmless, and hereby does agree to indemnify and hold harmless the holder of any fullest extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, its each Affiliate of such Holder and their respective directors and officers or general and limited partners (and the directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such securities Securities and each other Person, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and reasonable and documented expenses to which such holder or any such director or officer or underwriter or controlling person Indemnified Party may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon upon: (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities Securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any Free Writing Prospectus, or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein; or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus, in the light of the circumstances when they were made, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person Indemnified Party for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall will 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, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises 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 is based upon any 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 made in such registration statement, in any such preliminary, final prospectus or an summary prospectus, or Free Writing Prospectus or any amendment or supplement theretothereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person Indemnified Party and shall will survive the transfer Transfer of such securities Securities by such holderHolder or any termination of this Agreement.

Indemnification by the Company. In connection with any Registration, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and shalland hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by each Holder that participates in such registration statementRegistration, its directors each such Holder's legal counsel and officersindependent accountants, each other Person who participates as an underwriter in the offering or sale of securities (if so required by such securities underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls any such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or Holder, underwriter or controlling person other Person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and or arise out of any violation by the Company will of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse such holder and each such director, officer, underwriter and controlling person the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the indemnity agreement contained in this Section 5.1(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); and provided, further,that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in writing by such holder or underwriter stating that it is any Indemnified Party specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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 holdertherein.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct by any registration statement pursuant to rights granted in this Agreement of shares held by Stockholders, the Company will, and hereby does agree to indemnify and will hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Stockholders and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder any Stockholder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilitiesliabilities (including legal fees and costs of court), joint or several, to which Stockholders or such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, or liabilities (or any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Act or any amendment or supplement theretoto any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, and if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse such holder Stockholders and each such director, officer, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, action or proceedinghowever, provided that the Company shall not be liable to any Stockholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any statement or such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company through a written instrument duly executed by Stockholders or such holder or underwriter stating that it is specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless harmless, to the holder full extent permitted by law, each Holder, each shareholder, member, limited or general partner of any Registrable Securities covered by such registration statementHolder, its directors and each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (including reasonable costs of investigation and legal expenses) (each, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereofa “Loss” and collectively “Losses”) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such securities were Registrable Securities are registered or sold under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, therein or any amendment thereof or supplement theretothereto or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company no selling Holder shall not be liable in any such case entitled to the extent that any such loss, claim, damage, liability, (or action or proceeding indemnification pursuant to this Section 3.9(a) in respect thereof) or expense arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made contained in any information relating to such registration statement, any selling Holder furnished in writing by such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished selling Holder to the Company specifically for inclusion in a Registration Statement and used by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company in conformity therewith (such information, “Selling Stockholder Information”). This indemnity shall not be liable in addition to any Person who participates as an underwriter in liability 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 Company 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 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 final prospectus or an amendment or supplement theretootherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person indemnified party and shall survive the transfer Transfer of such securities by such holderHolder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder each Holder of any Registrable Securities covered by registered pursuant to this Agreement, such registration statementHolder’s Affiliates, its directors and directors, officers, each other Person who participates as an underwriter in the offering or sale of such securities employees, members, managers, agents and each other any Person, if any, who controls such holder or any such underwriter Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of the Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (“Losses”) to which such holder they or any such director or officer or underwriter or controlling person of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under a Registration Statement pursuant to which such securities Registrable Securities were registered under the Securities Actregistered, any Prospectus, preliminary prospectus, final prospectus or summary prospectus contained thereinIssuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact in the information conveyed in writing by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iii) any violation by the Company of any federal or state rule or regulation applicable to the Company and relating to any action required of or inaction by the Company in connection with any such offering of Registrable Securities, and the Company will agrees to reimburse such holder and each such director, officer, underwriter and controlling person indemnified party for any reasonable legal or any other reasonable out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such lossLosses (whether or not the indemnified party is a party to any proceeding); provided, claimhowever, liability, action or proceeding, provided that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, Loss arises (or action or proceeding in respect thereofi) or expense arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such directorHolder specifically for inclusion therein, officerincluding, underwriter without limitation, any notice and questionnaire, or controlling person and shall survive (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 5(a) hereof. This indemnity agreement will be in addition to any liability which the transfer of such securities by such holderCompany may otherwise have.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementUnderwriter, its directors affiliates and each of its and their respective directors, officers, each other Person who participates as an underwriter in the offering or sale of such securities members, employees, representatives and agents and each other Personperson, if any, who controls such holder or any such underwriter Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) against any lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or severalproceeding in respect thereof), to which such holder or any such director or officer or underwriter or controlling person Underwriter Indemnified Party may become subject subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinAct Regulations, or the Prospectus, or in any amendment or supplement theretothereto or document incorporated by reference therein, or any (B) the omission or alleged omission to state therein in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, in light of the circumstances in which such statements were made), and shall reimburse the Company will reimburse such holder and each such director, officer, underwriter and controlling person Underwriter Indemnified Party promptly upon demand for any legal fees or any other expenses reasonably incurred by them that Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action action, investigation or proceeding, provided as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (expense or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission from any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or alleged omission made in such registration statementthe Prospectus, or any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto, or made in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or the Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any such directorliability, officer, underwriter or controlling person which the Company might otherwise have and shall survive the transfer of such securities by such holdernot limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. In The Company shall, to the event of any registration of any securities of the Company under the Securities Actfull extent permitted by law, the Company will, and hereby does agree to indemnify and hold harmless the holder each seller of any Registrable Securities covered by such included in any registration statementstatement filed in connection with the registration of the Company's securities, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter seller within the meaning of the Securities Act Act, against any losses, claims, damages damages, expenses or liabilities, joint or severalseveral (together, "Losses"), to which such holder seller or any such director or officer or underwriter or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and the Company will reimburse such holder seller and each such director, officer, underwriter officer and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Loss (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Loss (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder or underwriter stating that it is seller for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, officer, underwriter officer or controlling person Person, and shall survive the transfer of such securities by such holderseller. The Company shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to sellers of Registrable Securities.

Indemnification by the Company. In the event of any registration of any securities The Company agrees to indemnify each of the Company under Holders and their respective officers, directors, employees, agents, representatives, fiduciaries and affiliates, and any underwriter (as defined in the Securities Act, Act (unless a formal underwriting agreement is entered into between the Company willand such underwriter, and hereby does agree to indemnify and hold harmless in which case the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Personindemnification provisions, if any, who set forth therein shall apply), and each person or entity, if any, that controls such holder or any such underwriter a Holder within the meaning of the Securities Act Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder (each, an "Indemnitee"), against any and all losses, claims, damages or damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, to which such holder arising out of or based upon any such director or officer or underwriter or controlling person may become subject under violation by the Company of the Securities Act or otherwiseof any rule or regulation promulgated thereunder (i) applicable to the Company and relating to action or inaction required of the Company in connection with any Registration Statement or Prospectus, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereofii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Registration Statement or any amendment or supplement theretoProspectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to such Indemnitee or any Person person who participates as an underwriter in the offering or sale of Registrable Securities Shares or to any other Personperson, 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 is based upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing by such person to the Company for use in connection with the Registration Statement or the Prospectus contained therein by such Indemnitee or (b) such Holder's failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holder by the Company at or prior to the written confirmation of time such action is required by the sale of Registrable Securities Act to such Person the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus final, amended or an amendment or supplement thereto. 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 holdersupplemented prospectus.

Indemnification by the Company. In connection with any Registration, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, shall and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by each Holder that participates in such registration statementRegistration, its directors each such Holder's legal counsel and officersindependent accountants, each other Person who participates as an underwriter in the offering or sale of securities (if so required by such securities underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls any such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or Holder, underwriter or controlling person other Person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and or arise out of any violation by the Company will of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse such holder and each such director, officer, underwriter and controlling person the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the indemnity agreement contained in this Section 5.1(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); and provided, further, that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in writing by such holder or underwriter stating that it is any Indemnified Party specifically for use in the preparation thereof and, 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 therein. (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 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 final prospectus or an amendment or supplement thereto. 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.b)

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to Sections 2 or 4 hereof, the Company willshall, and it hereby does agree to does, indemnify and hold harmless harmless, to the holder extent permitted by law, each of the Holders of any Registrable Securities Shares covered by such registration statement, its each affiliate of such Holder and their respective directors and officers (and the directors, officers, affiliates and controlling Persons thereof), each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld and including any expenses paid in connection with the enforcement of the indemnification rights contained herein) to which such holder or any such director or officer or underwriter or controlling person Indemnified Party may become subject under the Securities Act Act, state securities or blue sky laws, common law, any other applicable law, foreign or domestic, or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will shall reimburse such holder and each such director, officer, underwriter and controlling person Indemnified Party for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further ; PROVIDED 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, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises 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 is based upon any 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 made in such Person if such registration statement or omission was corrected in such final prospectus or an amendment or supplement theretothereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person Indemnified Party and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless harmless, to the holder of any Registrable Securities covered fullest extent permitting by such registration statementlaw, each Participating Holder, its directors and directors, officers, partners, attorneys, agents and affiliates or general and limited partners (and the directors, officers, employees, stockholders and affiliates thereof), and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder Participating Holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilities, joint or severalseveral (or actions or proceedings, whether commenced or threatened) to which such holder Participating Holder or any such director director, officer, partner, agent or officer affiliate or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse such holder Participating Holder and each such director, officer, partner, agent or affiliate, or general or limited partner, underwriter and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such holder Participating Holder or underwriter underwriter, as the case may be, specifically stating that it is for use in the preparation thereof andthereof; and provided, provided further 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 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 final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Participating Holder or any such director, officer, underwriter partner, attorney, agent or affiliate or controlling person Person and shall survive the transfer of such securities by such holderParticipating Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to does, indemnify and hold harmless the holder seller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter seller, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder seller or any such director or officer or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information regarding such seller furnished by such seller (or any representative of such seller) to the Company by such holder in writing or underwriter electronically specifically stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, officer, underwriter officer or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the holder of any Registrable Securities covered full extent permitted by such registration statementlaw, its directors and officersHolder, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which such holder Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 expenses 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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and provided, further, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 5.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the sale of Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless each Holder (other than the holder of Company), the Trust and the Trustee and any Registrable Securities covered by such registration statementagents thereof, its directors individually and officersas trustee, each other Person who participates as an underwriter in the offering or sale of such securities case may be, and each other Person, if any, who controls such holder Holder, the Trust or any such underwriter the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, Expenses to which such holder Holder, the Trust, the Trustee or any agent thereof or any controlling Person of such director Holder, the Trust or officer or underwriter or controlling person the Trustee may become subject subject, under or with respect to the Securities Act Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such lossesExpenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, claims, damages (ii) an untrue statement or liabilities (alleged untrue statement of a material fact contained in any preliminary Prospectus or actions any Prospectus or proceedings, whether commenced an omission or threatenedalleged omission to state a material fact necessary in order to make the statements therein, in respect thereofthe light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under other filing, report or other action taken with respect to the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, the Exchange Act or any amendment other Federal or supplement theretostate securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, and the Company will reimburse such holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to and shall not indemnify the Holders (other than the Company), the Trustee or any Person who participates agents or controlling Persons thereof, individually or as an underwriter in trustee, as the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Actcase may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense Expense arises out of of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity or (b) such Person's failure to send Holder, in either case prepared or give a copy of furnished by the final prospectusTrustee or such Holder, as the same case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that the Company shall not be then supplemented liable to the Holders (other than the Company), the Trustee or amendedany agents or controlling Persons thereof, within individually or as trustee, as the time required case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity prepared or furnished by the Securities Act Trustee and the Trustee is found liable or (b) such Holder prepared or furnished by such Holder and such Holder is found liable. Subject to Section 6(e) of this Agreement, the Person asserting Company shall reimburse the existence of an untrue statement Holders (other than the Company), the Trust and the Trustee and any agents or alleged untrue statement controlling Persons thereof for any legal or omission other expenses reasonably incurred by the Holders (other than the Company), the Trust and the Trustee or alleged omission at any agent or prior to controlling Persons thereof in connection with the written confirmation of the sale of Registrable Securities to such Person if such statement investigation or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless defense of any investigation made by or on behalf of such holder Expenses with respect to which the Holders (other than the Company), the Trust and the Trustee or any such director, officer, underwriter agent or controlling person and shall survive Persons thereof is entitled to indemnity by the transfer of such securities by such holderCompany under this Agreement.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to to, indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementSpectrum, its directors and shareholders, directors, officers, employees, agents and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Spectrum (within the meaning of Section 15 of the Securities Act Act) from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinand expenses, or any amendment action or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for proceeding in respect thereof (including any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or action, whether or not the indemnified party is a party to any proceeding) (each, provided a “Liability” and collectively, “Liabilities”), arising out of or based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in any Disclosure Package, any Registration Statement, any Prospectus, or in any amendment or supplement thereto, and (ii) the omission or alleged omission to state in any Disclosure Package, any Registration Statement, any Prospectus, or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances in which such statements were made; provided, however, that the Company shall not be held liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made contained in such registration statementDisclosure Package, any Registration Statement, Prospectus, or such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto in reliance upon and in conformity with written information concerning Spectrum furnished in writing to the Company by or on behalf of Spectrum expressly for inclusion therein, including, without limitation, the information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the pursuant to Article IV hereof. The Company shall not be liable also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each 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 underwriters (within the meaning of Section 15 of the Securities Act, in any such case ) at least to the same 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 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 final prospectus or an amendment or supplement thereto. 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 holderprovided above.

Indemnification by the Company. In the event The Company hereby agrees to indemnify and hold harmless each holder of any registration of any securities of the Company Registrable Securities which shall have been registered under the Securities Act, the Company willand such holder's officers, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities agents and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys' fees, costs or liabilitiesexpenses (collectively, the "Damages"), joint or several, to which such holder or any such director controlling Person or officer or underwriter or controlling person participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each of Registrable Securities or such director, officer, underwriter and controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such said preliminary prospectus, or final prospectus, summary prospectus, prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is such controlling or participating Person, as the case may be, specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering thereof; 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 thereofii) 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 statement, omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such holder in full force a timely manner and effect regardless of any investigation made by such holder thereafter fails to deliver such prospectus as so amended or on behalf supplemented prior to or concurrently with the sale of such holder or any Registrable Securities to the Person asserting such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderDamages.

Indemnification by the Company. In the event of any registration of any securities Registrable Securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officersBuyer, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, person who controls such holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which such holder Buyer or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any the registration statement under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse such holder Buyer and each such director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Buyer or any other person who participates as an underwriter in the offering or sale of such holder or underwriter securities, in either case, specifically stating that it is for use in the preparation thereof andthereof, provided further and provided, further, that the Company shall not be liable to any Person person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Personperson, if any, who controls such underwriter within the meaning of the Securities Act, 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 Personperson's failure to send or give a copy of the final prospectus, as the same may be then supplemented prospectus or amended, within the time required by the Securities Act supplement to the Person persons asserting the existence of 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 person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Buyer or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderBuyer.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Article II, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the holder extent permitted by law, each Holder, each affiliate of such Holder and its members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any Registrable Securities covered by such registration statementof the foregoing, its directors and officersif applicable), each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder seller or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorney’s fees and reasonable expenses of investigation) to which such holder or any such director or officer or underwriter or controlling person Indemnified Party may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person Indemnified Party for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending against any such loss, claim, liability, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises 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 is based upon any 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 made in such Person if such registration statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain thereto or in full force and effect regardless of any investigation made by or on behalf of such holder or any such directorpreliminary, officer, underwriter final or controlling person summary prospectus in reliance upon and shall survive in conformity with written information furnished to the transfer of Company with respect to such securities seller through an instrument duly executed by such holderseller specifically stating that it is for use in the preparation thereof.

Indemnification by the Company. In The Company shall, and it hereby agrees to, indemnify and hold harmless, in the event case of any registration statement fled pursuant to Section 3.01 or 3.02 registering Registrable Shares of any securities of the Company under the Securities Acta Holder, the Company willsuch Holder, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its Holder's directors and officers, and each other Person person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities the Registrable Shares, from and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, liabilities to which such holder Holder or any such director or officer or such agent or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus, or final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by it reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and the Company will shall, and it hereby agrees to, reimburse such holder and each such director, officer, Holder or any such director or officer or agent or underwriter and controlling person for any legal or any other expenses reasonably incurred by them than in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such or preliminary prospectus, or final prospectus, summary prospectus, or amendment or supplement thereto, or document incorporated by reference therein, in reliance upon and in conformity with written information furnished to the Company by such holder Holder or such director or officer or any agent, underwriter stating that it is or representative of such Holder expressly for use in therein, or by such Holder's failure to furnish the preparation thereof andCompany, provided further upon request; with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall not be liable to any Person who participates as an sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or 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 sold securities to the extent that any person alleging such loss, claim, damagedamage or liability without sanding or giving, liability (at or action or proceeding in respect thereof) or expense arises out prior to the written confirmation of such Person's failure to send or give We, a copy of the final applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the same may be then supplemented or amended, within the time required by the Securities Act Company had previously furnished copies thereof to the Person asserting the existence of an such Holder or such agent or underwriter, and such prospectus corrected such 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 made in such final prospectus or an amendment or supplement thereto. 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 holderRegistration.

Indemnification by the Company. In the event of any registration of any securities the Restricted Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the holder of Holders and any Registrable Securities covered by such registration statement, its directors and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys’ fees (collectively, “Claims”), to which such holder or any such director or officer Holders or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities either Holders’ Restricted Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder each Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter either Holder specifically stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder either Holder or any such director, officer, underwriter or controlling person and shall survive the any transfer of such securities the Restricted Securities by such holdereach Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Article VIII, the Company will, and hereby does agree to does, indemnify and hold harmless the holder seller of any Registrable Transfer Restricted Securities covered by such registration statement, its directors and officersRepresentatives, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder seller or any such underwriter participant, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilitiesLosses, joint or several, to which such holder seller, participant or any such director or officer or underwriter Representative or controlling person Person may become subject subject, under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedingsActions, whether commenced or threatened, in respect thereof) arise out of of, are caused by, result from or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder seller or participant and each such directorRepresentative, officer, underwriter and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLoss or Action; provided, claimhowever, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Loss (or action or proceeding Action in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information pertaining to the seller or participant furnished to the Company by the seller of such holder securities in writing or underwriter stating that it is electronically specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or participant or any such director, officer, underwriter Representative or controlling person Person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct by any registration statement pursuant to rights granted in this Agreement of Shares held by the Stockholders, the Company will, and hereby does agree to indemnify and will hold harmless the holder of any Registrable Securities covered by such registration statement, its directors Stockholders and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder any Stockholder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilitiesliabilities (including legal fees and costs of court), joint or several, to which the Stockholders or such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, or liabilities (or any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Act or any amendment or supplement theretoto any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, and if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse such holder the Stockholders and each such director, officer, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, action or proceedinghowever, provided that the Company shall not be liable to any Stockholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any statement or such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company through a written instrument duly executed by the Stockholders or such holder or underwriter stating that it is specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, to the full extent permitted by law, in the case of any registration statement filed pursuant to Section 2.1, 2.2 or 2.3, each holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of Section 15 of the Securities Act Act, and their respective directors, officers, partners, investment advisors, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such holder or underwriter or any such director or officer or underwriter director, officer, partner, investment advisor, agent, affiliate or controlling person may become subject under the Securities Act or common law or otherwise, including, without limitation, reasonable costs of investigation and subject to Section 3 hereof, reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement filed by the Company under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse such holder or underwriter and each such director, officer, underwriter partner, investment advisor, employee, agent, affiliate and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, provided HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder holder, underwriter, director, officer, partner, investment advisor, employee, agent, affiliate or underwriter stating that it is controlling Person, as the case may be, expressly for use in the preparation thereof andthereof; PROVIDED further, 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 is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if (i) such untrue statement or omission is completely corrected in an amendment or alleged omission at supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to the written confirmation of or concurrently with the sale of Registrable Securities to the person asserting such Person loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same or (ii) if the seller received written notice from the Company of the existence of such an untrue statement or such an omission was corrected in such final and the seller continued to dispose of Registrable Securities prior to the time of the receipt of either (a) an amended or supplemented prospectus or an amendment prospectus supplement that completely corrected the untrue statement or the omission or (b) a notice from the Company that the use of the existing prospectus or prospectus supplement theretomay be resumed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, officer, underwriter partner, investment advisor, employee, agent, affiliate or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the holder of any Registrable Securities covered full extent permitted by such registration statementlaw, its directors and officersHolder, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which such holder Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; PROVIDED, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, 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 expenses 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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and PROVIDED, FURTHER, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 4.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or give, at or prior to the written confirmation of such sale, a copy of the sale of Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In The Company shall indemnify the event Administrative Agent, each Lender and each L/C Issuer, within 10 days after demand therefor, for the full amount of any registration of any securities of the Company Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereofthis Section) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinpaid by, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein withheld or necessary to make deducted from a payment to, the statements therein not misleadingAdministrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, relevant Governmental Authority; provided that the Company shall not be liable in indemnify the Administrative Agent, any such case Lender or any L/C Issuer for any penalties or interest that are imposed solely as a result of gross negligence or willful misconduct of the Administrative Agent, any Lender or any L/C Issuer. A certificate as to the extent that any amount of such loss, claim, damage, liability, (payment or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished liability delivered to the Company by such holder a Lender or underwriter stating that it is for use in the preparation thereof and, 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 L/C Issuer (with a copy to the extent that any such lossAdministrative Agent), 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. If, in the reasonable discretion of the Company, any Indemnified Taxes are incorrectly or not legally imposed or asserted by the relevant Governmental Authority, the Administrative Agent, each Lender or each L/C Issuer, as the case may be, shall, at the expense of the Company, use commercially reasonable efforts to cooperate with the Company to recover and promptly remit such holder Indemnified Taxes to the Company in accordance with subsection (g) of this Section. Nothing contained herein shall derogate from the right of any Lender, any L/C Issuer or the Administrative Agent to arrange its tax affairs in whatever manner it sees fit nor shall require any Lender, any L/C Issuer or the Administrative Agent to disclose any information relating to its tax affairs that it deems confidential other than as required under Section 3.01(f). For the avoidance of doubt, the Administrative Agent, a Lender or an L/C Issuer may not recover more than once with respect to the same amount of Taxes to which the Administrative Agent, such director, officer, underwriter Lender or controlling person and shall survive the transfer of such securities by such holderL/C Issuer is entitled to indemnification under this Section.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless each Holder (other than the holder of Company), the Trust and the Trustee and any Registrable Securities covered by such registration statementagents thereof, its directors individually and officersas trustee, each other Person who participates as an underwriter in the offering or sale of such securities case may be, and each other Person, if any, who controls such holder Holder, the Trust or any such underwriter the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, Expenses to which such holder Holder, the Trust, the Trustee or any agent thereof or any controlling Person of such director Holder, the Trust or officer or underwriter or controlling person the Trustee may become subject subject, under or with respect to the Securities Act Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such lossesExpenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, claims, damages (ii) an untrue statement or liabilities (alleged untrue statement of a material fact contained in any preliminary Prospectus or actions any Prospectus or proceedings, whether commenced an omission or threatenedalleged omission to state a material fact necessary in order to make the statements therein, in respect thereofthe light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under other filing, report or other action taken with respect to the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, the Exchange Act or any amendment other Federal or supplement theretostate securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, and the Company will reimburse such holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to and shall not indemnify the Holders (other than the Company), the Trustee or any Person who participates agents or controlling Persons thereof, individually or as an underwriter in trustee, as the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Actcase may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense Expense arises out of of, is based upon or is connected with information relating to (A) the Trustee in its individual capacity or (B) such Person's failure to send Holder, in either case prepared or give a copy of furnished by the final prospectusTrustee or such Holder, as the same case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that the Company shall not be then supplemented liable to the Holders (other than the Company), the Trustee or amendedany agents or controlling Persons thereof, within individually or as trustee, as the time required case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (1) the Trustee in its individual capacity prepared or furnished by the Securities Act Trustee and the Trustee is found liable or (2) such Holder prepared or furnished by such Holder and such Holder is found liable. Subject to Section 6(e) of this Agreement, the Person asserting Company shall reimburse the existence of an untrue statement Holders (other than the Company), the Trust and the Trustee and any agents or alleged untrue statement controlling Persons thereof for any legal or omission other expenses reasonably incurred by the Holders (other than the Company), the Trust and the Trustee or alleged omission at any agent or prior to controlling Persons thereof in connection with the written confirmation of the sale of Registrable Securities to such Person if such statement investigation or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless defense of any investigation made by or on behalf of such holder Expenses with respect to which the Holders (other than the Company), the Trust and the Trustee or any such director, officer, underwriter agent or controlling person and shall survive Persons thereof is entitled to indemnity by the transfer of such securities by such holderCompany under this Agreement.

Indemnification by the Company. In connection with any Registration, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, shall and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by each Holder that participates in such registration statementRegistration, its directors each such Holder's legal counsel and officersindependent accountants, each other Person who participates as an underwriter in the offering or sale of securities (if so required by such securities underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls any such holder Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages damages, liabilities (or liabilitiesactions or proceedings, whether commenced or threatened, in respect thereof) or expenses, joint or several, to which such holder or any such director or officer or Holder, underwriter or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary registration statement or prospectus, final prospectus or summary prospectus contained thereinany document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and or arise out of any violation by the Company will of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse such holder and each such director, officer, underwriter and controlling person the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losslosses, claimclaims, liabilitydamages or liabilities (or actions or proceedings, action whether commenced or proceedingthreatened, provided in respect thereof); provided, however, that the Company indemnity agreement contained in this Section 5.1(a) shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability, liability (or action or proceeding proceeding, whether commenced or threatened, in respect thereof) or expense arises out if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and(which consent shall not be unreasonably withheld); and provided, provided further 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, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises solely 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 is based upon any 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 made in such final prospectus registration statement, prospectus, or an any document incorporated therein by reference, or any such amendment or supplement thereto. Such indemnity shall remain , in full force reliance upon and effect regardless of in conformity with information furnished to the Company in writing by 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 holderIndemnified Party specifically for use therein.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the holder of any Registrable Securities covered full extent permitted by such registration statementlaw, each selling Stockholder, its directors and officers, directors, employees and representatives and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter (within the meaning of the Securities Act Act) such selling Stockholder against any losses, claims, damages or liabilitiesdamages, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 and expenses caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary preliminary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, and except insofar as the same may be caused by or contained in any information furnished to the Company will reimburse by such holder and each such directorselling Stockholder for use therein; provided, officerhowever, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment prospectus if (A) such selling Stockholder failed to deliver or supplement in reliance upon and in conformity with written information furnished cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company by has furnished such holder selling Stockholder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or underwriter stating that it is for use in the preparation thereof andomission; and provided, provided further 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 is based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior to in the written confirmation of the sale of Registrable Securities to such Person prospectus, if such untrue statement or alleged untrue statement, omission was or alleged omission is completely corrected in such final prospectus or an amendment or supplement theretoto the prospectus and the selling Stockholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such selling Stockholder with a sufficient number of copies of the same. Such indemnity shall remain The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in full force the distribution, their officers and effect regardless directors and each Person who controls such Persons (within the meaning of any investigation made by or on behalf the Securities Act) to the same extent as provided above with respect to the indemnification of such holder or any such directorthe selling Stockholder, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderif requested.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statementeach Holder, its directors and partners, officers, each other Person who participates as an underwriter in the offering or sale of such securities directors, trustees, stockholders, employees, agents and investment advisers, and each other Person, if any, who controls such holder or any such underwriter Holder within the meaning of the Securities Act or the Exchange Act, together with the partners, officers, directors, trustees, stockholders, employees, agents and investment advisers of such controlling person, against any losses, claims, damages or liabilitiesdamages, and expenses (including, without limitation, reasonable attorneys’ fees), joint or several, to which such holder the Holders or any such director or officer or underwriter or controlling person indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any the registration statement under which such securities Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading or any violation of the Securities Act or state securities laws or rules thereunder by the Company relating to any action or inaction by the Company in connection with such registration, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person Holder for any reasonable legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter any Holder specifically stating that it is for use in the preparation thereof andthereof; and provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering Holders or sale of Registrable Securities or to any other Person, if any, Person who controls such underwriter Holder within the meaning of the Securities Act, Act or the Exchange 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 ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented prospectus or amended, within the time required by the Securities Act supplement to the Person Persons asserting the existence of 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 final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder the Holders or any such director, officer, underwriter or controlling person Person and shall survive the transfer of such securities by such holderthe Holders.

Indemnification by the Company. In The Company agrees to indemnify, to the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered fullest extent permitted by such registration statement, its directors and officersLaw, each other Holder, each Affiliate of a Holder and each director, officer, employee, manager, stockholder, partner, member, counsel, agent or representative of such Holder and its Affiliates and each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Person (within the meaning of either Section 15 of the Securities Act against any or Section 20 of the Exchange Act) (collectively, “Holder Indemnified Parties”) against, and hold it and them harmless from, all losses, claims, damages or damages, liabilities, joint or severalactions, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced costs (including, without limitation, costs of preparation and attorneys’ fees and disbursements) and expenses, including expenses of investigation and amounts paid in settlement (collectively, “Losses”) arising out of, caused by or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoRegistration Statement, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (a “Misstatement/Omission”), and or any violation or alleged violation by the Company will reimburse such holder and each such directorof the Securities Act, officerthe Exchange Act, underwriter and controlling person for any legal state securities law, or any other expenses reasonably incurred by them in connection with investigating rule or defending regulation promulgated under the Securities Act, the Exchange Act or any such lossstate securities law, claim, liability, action or proceeding, provided except that the Company shall not be liable in any insofar as such case to the extent that any such loss, claim, damage, liability, (Misstatement/Omission or action or proceeding in respect thereof) or expense arises out of or violation is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such holder or underwriter stating that it is Holder expressly for use in the preparation thereof andtherein; provided, provided further further, that the Company shall not be liable for a Holder’s failure to any Person who participates as an underwriter in deliver or cause to be delivered (to the offering or sale of Registrable Securities or to any other Person, if any, who controls extent such underwriter within the meaning of delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, in any such case furnished to it by the Company on a timely basis at or prior to the extent that any time 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 is required by the Securities Act to the Person asserting the existence of 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 claiming a Misstatement/Omission if such statement or omission Misstatement/Omission was corrected in such final prospectus Prospectus. In connection with an Underwritten Offering, the Company will indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or an amendment or supplement theretoSection 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. Such This indemnity shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive other indemnification arrangements to which the transfer of such securities by such holderCompany may otherwise be party.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Actregistration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, the Company will, and hereby does agree to shall indemnify and hold harmless the holder Holder of any Registrable Securities covered by such registration statement, its directors and officersofficers and affiliates, if any, each other Person who participates as an underwriter in the offering or sale of such securities Registrable Securities thereunder, if any, each broker, dealer, or similar person acting on behalf of any such Holder, and each other Personperson, if any, who controls such holder or any such underwriter of the foregoing persons within the meaning of the Securities Act (each a "Company Indemnitee" and collectively the "Company Indemnitees"), in each case, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person Company Indemnitee may become subject under the Securities Act or otherwise, 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 any breach of any representation, warranty, agreement or covenant of the Company contained in the underwriting agreement covering the public offering of such Registrable Securities or untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities Registrable Securities were registered under the Securities ActAct pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any other document incident to any such registration, qualification or compliance, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person Company Indemnitee for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement document in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is Company Indemnitee, specifically for use in the preparation thereof andsuch document; and provided further, provided further that the Company shall not be liable foregoing indemnity agreement is subject to the condition that, insofar as it relates 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 made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) or in the prospectus subject to completion and term sheet under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any such seller, any such underwriter or any such controlling person, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the written confirmation time such furnishing is required by the Securities Act, but only if the Company had previously furnished a sufficient number of copies of the sale of Registrable Securities Final Prospectus to such Person if such statement seller for distribution to any underwriter or omission was corrected in such final prospectus or an amendment or supplement theretocontrolling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such Holder, director, officer, underwriter or controlling person and person, shall survive the transfer of such securities by such holderany Holder or underwriter, and shall be in addition to any liability which the Company may otherwise have.

Indemnification by the Company. In the event of If any registration of any securities of the Company Registrable Securities are registered for resale under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to shall indemnify and hold harmless the holder each Holder of any such Registrable Securities covered by and such registration statementHolder’s directors, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities employees and each other Personagents, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holder Holder or any such director director, officer, employee or officer or underwriter or controlling person agent may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any the registration statement under which such securities Registrable Securities were registered under the Securities ActAct or any final prospectus contained therein (in each case as amended or supplemented, including without limitation, any preliminary prospectusupdate pursuant to Rule 424(b) under the Securities Act), provided that such final prospectus or summary prospectus contained thereinwas used to effect a sale by such Holder, or any amendment or supplement thereto, or any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, and or (iii) any violation by the Company will reimburse such holder of the Securities Act or state securities or blue sky laws applicable to the Company and each such director, officer, underwriter and controlling person for relating to any legal action or any other expenses reasonably incurred by them inaction required of the Company in connection with investigating such registration or defending any qualification under such lossstate securities or blue sky laws; provided, claimhowever, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged any omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement in reliance based upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is Holder specifically for use in the preparation thereof andsuch registration statement, 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 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 final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter employee or controlling person and shall survive the transfer of such securities by such holderagent.

Indemnification by the Company. In the event of Upon any registration of any securities Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, pursuant to Sections 3 and 4 hereof, and in consideration of the Company under agreements of the Securities ActInitial Purchaser contained herein, and as an inducement to the Initial Purchaser to purchase the Notes, the Company will, shall and hereby does agree to agrees to, (i) indemnify and hold harmless the holder each Holder of any Registrable Transfer Restricted Securities covered by and Broker-Dealer Transfer Restricted Securities, as applicable, to be included in such registration statement, its directors and officers, each other Person person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other PersonTransfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, if anyas applicable, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer Holder, agent or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such securities Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained thereintherein or furnished by the Company to any such Holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will (ii) reimburse such holder Holder, such agent and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable under (i) above to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, any such preliminary prospectusor preliminary, final prospectusor summary Prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is person expressly for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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 holdertherein.

Indemnification by the Company. In the event The Company will indemnify each Holder of Registrable Securities with respect to which registration has been effected pursuant to this Agreement, each of such Holder’s partners, officers, directors, employees, advisors and agents and each person controlling such Holder, against all claims, losses, damages, costs, expenses and liabilities of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities nature whatsoever (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement under which Registration Statement or prospectus incident to any such securities were registered under the Securities Actregistration, any preliminary prospectus, final prospectus qualification or summary prospectus contained thereincompliance, or any amendment arising out of or supplement thereto, or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and or any violation by the Company of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse each such holder Holder, each of its partners, officers, directors, employees, advisors and agents and each person controlling such director, officer, underwriter and controlling person Holder for any legal or any and other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claimdamage, liabilitycost, action expense, liability or proceedingaction, provided except that the Company shall will not be liable in any such case to the extent that any such claim, loss, claim, damage, liabilitycost, (expense, liability or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance based upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is a Holder and stated to be specifically for use therein, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preparation thereof andpreliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the Registration Statement becomes effective or in the amended prospectus filed with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), provided further that the Company such indemnity agreement 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 inure to the extent that benefit of 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 Holder if a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act Final Prospectus was furnished to the Person person or entity asserting the existence of an untrue statement claim, loss, damage, cost, expense, liability or alleged untrue statement or omission or alleged omission action at or prior to the written confirmation of time such action was required by the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. 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 holderAct.

Indemnification by the Company. In the event of connection with any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to shall indemnify and hold harmless the holder Holders of Registrable Securities, each of such Holder’s officers, directors, employees, members, partners, and advisors and their respective Affiliates, each underwriter, broker or any other Person acting on behalf of the Holders of Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter of the foregoing Persons within the meaning of the Securities Act against any losses, claims, damages or damages, liabilities, or actions joint or severalseveral (or actions in respect thereof), costs and reasonable expenses (including legal fees and expenses), to which such holder or any such director or officer or underwriter or controlling person of the foregoing persons may become subject under the Securities Act or otherwise, 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 any an untrue statement or alleged untrue statement of any a material fact contained in any the registration statement under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, prospectus or final prospectus contained therein or summary prospectus contained thereinotherwise filed with the SEC, or any amendment or supplement theretothereto or any document incident to registration or qualification of any Registrable Securities, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, and or any violation by the Company will of the Securities Act or state securities or blue sky laws applicable to the Company or relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and shall reimburse such holder and each such director, officer, underwriter and controlling person Persons for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingaction; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (liability or action (including any legal or proceeding in respect thereofother expenses incurred) or expense arises out of or is based upon an untrue statement or alleged allegedly untrue statement or omission or alleged omission made in such said registration statement, any such preliminary prospectus, final prospectus, summary prospectusamendment, amendment supplement or supplement document incident to registration or qualification of any Registrable Securities in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is the Holders of Registrable Securities specifically for use in the preparation thereof andthereof; provided further, provided further however, that the Company shall not be liable foregoing indemnity agreement is subject to the condition that, insofar as it relates to any Person who participates as an underwriter in the offering untrue statement, allegedly untrue statement, omission or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, alleged omission made in any such case to the extent that any such loss, claim, damage, liability (preliminary prospectus but eliminated or action or proceeding remedied 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 such indemnity agreement shall not inure to the Person asserting benefit of any of such Persons if a copy of such final prospectus had been made available to such Persons and such final prospectus was not delivered to the existence purchaser of an untrue statement or alleged untrue statement or omission or alleged omission at the Registrable Securities with or prior to the written confirmation of the sale of such Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. 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 holderSecurities.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless in the holder case of any registration statement filed pursuant to Section 4.1 or 4.2, the seller of any Registrable Securities covered by such registration statement, and if such seller is a corporation, its directors directors, trustees and officers, employees and agents, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holder seller or any such director director, trustee, officer, employee or officer or underwriter agent, participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration, and the Company will reimburse such holder seller, and each such director, trustee, officer, underwriter employee or agent, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the underwriters or by such holder seller or underwriter stating that it is any such director, trustee, officer, employee or agent, participating person or controlling person specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, trustee, officer, underwriter employee or agent, participating person or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In the event of any registration of any securities The Company agrees to indemnify each of the Company under Holders and their respective officers, directors, employees, agents, representatives and affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Personperson or entity, if any, subject to liability because of his, her or its connection with a Holder, and any underwriter and any person who controls such holder or any such the underwriter within the meaning of the Securities Act (each an "Indemnitee") against any and all losses, claims, damages or damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, to which such holder arising out of or based upon any such director violation by the Company of any rule or officer or underwriter or controlling person may become subject regulation promulgated under the Securities Act applicable to the Company and relating to action or otherwiseinaction required of the Company in connection with any Registration Statement or Prospectus, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Registration Statement or any amendment or supplement theretoProspectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to such Indemnitee or any Person person who participates as an underwriter in the offering or sale of Registrable Securities Shares or to any other Personperson, 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 is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished to the Company for use in connection with the Registration Statement or the Prospectus contained therein by such Indemnitee or (ii) such Holder's failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holder by the Company at or prior to the written confirmation of time such action is required by the sale of Registrable Securities Act to such Person the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus final, amended or an amendment or supplement thereto. 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 holdersupplemented prospectus.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the holder Holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, 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 any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder Holder or underwriter stating that it is for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holderHolder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each of the holder holders of any Registrable Securities covered by such registration statement, its directors and officersincluded in an Exchange Registration Statement, each other Person of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Registrable Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, as incurred, joint or several, to which such holder or any such director or officer holder, agent or underwriter or controlling person may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company will reimburse such holder holder, such Electing Holder, such agent and each such director, officer, underwriter and controlling person for any legal or any other and all expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by them in connection with investigating investigating, defending, settling, compromising or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that paying any such loss, claim, damage, liability, (expense or action or proceeding action; provided, however, that the Company shall not be liable to any such person in respect thereof) any such case to the extent, but only to the extent, that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder or underwriter stating that it is person expressly for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. 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 holdertherein.

Indemnification by the Company. In The Company shall indemnify, to the event of any registration of any securities of the Company under the Securities Actfullest extent permitted by law, the Company willeach Holder, its officers, directors, partners and agents, if any, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter Holder within the meaning of section 15 of the Securities Act Act, against any all losses, claims, damages damages, liabilities (or liabilitiesproceedings in respect thereof) and expenses, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject in each case, under the Securities Act or common law or otherwise, insofar as such losses, claims, damages resulting from any violation by the Company of the provisions of the Securities Act or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, or amendment thereto or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus, final prospectus provided for under Section 1 or summary prospectus contained therein, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case except to the extent that any such losslosses, claimclaims, damagedamages, liability, liabilities (or action or proceeding proceedings in respect thereof) or expense arises out of or is based upon an expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission made from information concerning any Holder, or concerning such Holder's intended method of distribution, furnished in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company by such holder or underwriter stating that it is Holder expressly for use in therein, or from any information provided by an underwriter selected by the preparation thereof andHolders or any of them. If the offering pursuant to any registration statement provided for under Section is made through underwriters, provided further that no action or failure to act on the part of such underwriters shall affect the obligations of the Company shall not be liable to indemnify any Holder or any other Person pursuant to the preceding sentence. If the offering pursuant to any Person who participates as registration statement provided for under Section is made through underwriters, the Company agrees, to the extent required by such underwriters, to enter into an underwriter in the offering underwriting or sale other agreement providing for indemnity of Registrable Securities or to any other such underwriters, their officers, directors, partners and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the Holders; PROVIDED that the Company shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, in any such case to the extent that any such the loss, claim, damage, liability (or action or proceeding proceedings in respect thereof) or expense arises out of for which indemnification is claimed results from such Personunderwriter's failure to send or give a copy of the an amended or supplemented final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act prospectus to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or an amendment or supplement thereto. 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 holdersupplemented final prospectus.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the holder case of any registration statement filed pursuant to Section 3.1 or 3.2, the seller of any Registrable Securities covered by such registration statement, and if such seller is a corporation, its directors directors, trustees and officers, employees and agents, each other Person person who participates as an underwriter in the offering or sale of such securities securities, and each other Personperson, if any, who controls such holder seller or any such underwriter (within the meaning of the Securities Act Act) against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holder seller or any such director director, trustee, officer, employee or officer or underwriter agent, participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration, and the Company will reimburse such holder seller, and each such director, trustee, officer, underwriter employee or agent, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder seller or underwriter stating that it is any such director, trustee, officer, employee or agent, participating person or controlling person specifically for use in the preparation thereof and, 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 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 final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, trustee, officer, underwriter employee or agent, participating person or controlling person and shall survive the transfer of such securities by such holderseller.

Indemnification by the Company. In To the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and hereby does agree to shall indemnify and hold harmless the holder seller of any Registrable Securities Shares covered by such any registration statementstatement filed pursuant to Section 3, its directors directors, trustees and officers, each other Person person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls such holder seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holder seller or any such director director, trustee or officer or underwriter participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (X) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinin such registration statement, or any amendment or supplement theretoto such registration statement, or any document incorporated by reference in such registration statement, or (Y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder seller, and each such director, trustee, officer, underwriter participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided PROVIDED that the Company shall not be liable in any such case (1) to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such holder seller or underwriter any such director, trustee, officer, participating person or controlling person specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering of such registration statement 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 (2) to the extent that any amount paid in settlement of 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 settlement is effected without the written consent of the final prospectus, as the same may Company (which consent shall not 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 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 final prospectus or an amendment or supplement theretounreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder seller or any such director, trustee, officer, underwriter participating person or controlling person and shall survive the transfer of such securities by such holderseller. The Company shall agree to make provision for contribution relating to such indemnity as shall be reasonably requested by any seller of Shares or the underwriters.