Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved or was not objected to in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that each Holder has expressly approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agentsagents or employees, brokers (including brokers who offer if any, of such Holder and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all claims, losses, claims, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of preparation and attorneys' feesinvestigation) and expenses (including, without limitation, attorneys' fees and expenses) (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretotherein. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. (1) The Company shall, notwithstanding any termination of this Agreement, will indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personharmless, to the fullest extent permitted by applicable law, but without duplication, each Holder, including any managed or advised accounts and any investment advisor or agent therefore, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6(f)(i), a "Holder Indemnified Person"), from and against against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, including reasonable costs of investigation and reasonable legal fees and expenses) ("LossesIndemnifiable Costs and Expenses"), as incurred, arising ) to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise out of or are based upon (A) violation of securities laws or (B) any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (A) or (B) arises out of or results from any untrue or alleged untrue statement of a any material fact contained in the such Registration Statement, any Prospectus contained therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)therein, in the light of the circumstances under in which they were made, not misleading, except in each case to the extent, but only to the extent, that such untrue statements statement or omissions arise out of alleged untrue statement or are based omission or alleged omission was so made solely in reliance upon and in substantial conformity with written information regarding the Holders or furnished by such other Holder Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly Person specifically for use in the preparation of any such Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each Holderthe Investor, the its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person or entity, if any, who controls any such Holder (the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and , together with the partners, Affiliates, officers, directors, employees, counsel and duly authorized agents and employees of each such controlling PersonPerson or entity (collectively, to the fullest extent permitted by applicable law" Controlling Persons"), from and against any and all lossesloss, claimsclaim, damagesdamage, liabilitiesliability, costs and expenses (including, without limitation, costs of preparation and reasonable attorneys' fees) fees and disbursements and costs and expenses of investigating and defending any such claim) (collectively, "LossesDamages"), joint or several, and any action or proceeding in respect thereof to which the Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, and any Controlling Person, may become subject under the Securities Act or otherwise, as incurred, arising insofar as such Damages (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of preliminary prospectus or in any amendment prospectus relating to the Registrable Securities or supplement thereto or in any preliminary prospectusarises out of, or arising out of or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleadingexcept insofar as any such untrue statement, except alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with written information furnished to the extentCompany by the Investor which is specifically intended by the Investor for use in the preparation of any such Registration Statement, but only preliminary prospectus or prospectus, and shall reimburse the Investor, its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, and each such Controlling Person, for any legal and other expenses reasonably incurred by the Investor, its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, or any such Controlling Person, as incurred, in investigating or defending or preparing to defend against any such Damages or actions or proceedings; provided, however, that the Company shall not be liable to the extent, Investor to the extent that any such untrue statements or omissions Damages arise out of or are based upon information regarding an untrue statement or omission made in any preliminary prospectus if (i) the Holders Investor failed to send or such other Indemnified Party furnished in writing to deliver a copy of the Company by a Holder expressly for use therein, which information was reasonably relied on final prospectus delivered by the Company for use therein or to the extent that Investor with or prior to the delivery of written confirmation of the sale by the Investor to the Person asserting the claim from which such information relates to a Holder Damages arise, and (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus omission or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementalleged omission.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the Holder and each of their respective officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)partners, members, managers, stockholders, Affiliates, investment advisors advisers and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents partners, members, managers, stockholders, agents, investment advisers and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' ’ fees) ), expenses and expenses disbursements (collectively, "“Losses"”), as incurred, arising that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, or (ii) any violation or alleged violation by the Company or its agents of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement or any action or inaction required of the Company in connection with any registration, except to the extent, but only to the extent, that (A) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that each Holder has approved Annex A hereto for this purpose), (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company shallunder the Securities Act pursuant to this Article II, notwithstanding any termination of this Agreementthe Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Holder, the officers, directors, agents, brokers affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including brokers who offer any director, officer, affiliate, employee, agent and sell Registrable Securities as principal as a result controlling person of a pledge or any failure to perform under a margin call of Common Stock)the foregoing) and each other person, investment advisors and employees of each of themif any, each Person who controls any such Holder (seller within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law“Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, costs damages and liabilities (including, without limitation, costs of preparation legal fees and attorneys' fees) other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses (collectively, "Losses"are incurred), as incurredjoint or several, arising that arise out of of, or are based upon upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus registration statement or any form of prospectus or in any amendment or supplement thereto under which such Registrable Securities were registered or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the case Securities Act in respect of any Prospectus the Registrable Securities, or form of prospectus amendment or supplement thereto), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent; provided, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Company shall not be liable to any Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information relates furnished to a Holder the Company with respect to such seller or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly any underwriter specifically for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementpreparation thereof.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders such Holder or such other Indemnified Party furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except ; provided that (i) the foregoing indemnity shall not apply to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders such Holder or such other Indemnified Party furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, and (ii) the foregoing indemnity shall not inure to a Holder or to any Person from whom the Person asserting any Loss purchased Registrable Securities if copies of the Prospectus were timely delivered to the Holders or their representatives pursuant hereto and a copy of the Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or such other Person to the Person asserting such Loss, if required by law so to have been delivered, at or prior to the written confirmation of the sale of any Registrable Securities to such Person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such Loss. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shallwill, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agentspartners, brokers (including brokers who offer members and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees shareholders of each of them, Holder and each Person person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents directors and employees officers of each any such controlling Personpersons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the Registration Statement, case of any Prospectus or any form of prospectus prospectus, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, any untrue or arising out alleged untrue statement of a material fact contained therein or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)therein, in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or (1) are based made in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a or on behalf of any Holder expressly for use thereinin a Registration Statement, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus (it being understood and agreed that the only such information furnished to the Company by or in on behalf of any amendment or supplement thereto. The Company shall notify the Holders promptly Holder consists of the institutioninformation described in Annex A hereto, threat as may be amended in accordance with the provisions of this Agreement, for this purpose) or assertion (2) resulted from the use by any Holder of any Proceeding of which an outdated or defective Prospectus after the Company has notified such Holder in writing that such Prospectus is aware in connection with outdated or defective and prior to the transactions contemplated receipt by this Agreementsuch Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchaser, its permitted assignees and each Holder, the officers, of its directors, agentsfund managers, brokers (including brokers who offer officers and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)employees, investment advisors and employees of each of them, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), its permitted assignees and the officers, directors, agents fund managers, officers and employees of each such controlling Person, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all claims, losses, claims, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of preparation and attorneys' feesinvestigation) and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus the final Prospectus, as supplemented or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder and Special Counsel expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or as a result of the failure of the Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with an offer or sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) hereof) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each HolderPurchaser, the officers, directors, partners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Purchaser furnished in writing to the Company by a Holder such Purchaser or its counsel or other Person acting on behalf of such Purchaser expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder such Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder such Purchaser or its counsel or other Person acting on behalf of such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6. The Company shall notify the Holders Purchasers promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementto the full extent permitted by law, indemnify and hold harmless each Holderseller of Registrable Securities included in any registration statement filed in connection with a Piggyback Registration or a Form S-3 Registration (each a “Covered Registration”), the its directors, officers, directorsand partners, agentsand each other Person, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)if any, investment advisors and employees of each of them, each Person who controls any such Holder (seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, expenses or liabilities, costs joint or several (includingtogether, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "“Losses"”), to which such seller or any such director, officer, partner or controlling Person may become subject under the Securities Act or otherwise, insofar as incurredsuch Losses (or actions or proceedings, arising whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementany such registration statement, any Prospectus or any form of preliminary prospectus, final prospectus or in summary prospectus contained therein, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)a prospectus, in the light of the circumstances under which they were made, ) not misleading, except and the Company will reimburse such seller and each such director, officer, partner and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Loss (or action or proceeding in respect thereof); provided, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such untrue statements Loss (or omissions arise action or proceeding in respect thereof) arises out of or are is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent such seller specifically stating that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly it is for use in the Registration Statementpreparation thereof, or (ii) such Prospectus seller’s failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such form Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of Prospectus any investigation made by or in on behalf of such seller or any amendment such director, officer, partner or supplement theretocontrolling Person, and shall survive the transfer of such securities by such seller. The Company shall notify also indemnify each other Person who participates (including as an underwriter) in the Holders promptly offering or sale of Registrable Securities, their officers and directors, and partners, and each other Person, if any, who controls any such participating Person within the meaning of the institution, threat or assertion Securities Act to the same extent as provided above with respect to sellers of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementRegistrable Securities.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person (if any) who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 4(h)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 10(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company shallunder the Securities Act pursuant to this Article II, notwithstanding any termination of this Agreementthe Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Holder, the officers, directors, agents, brokers affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including brokers who offer any director, officer, affiliate, employee, agent and sell Registrable Securities as principal as a result controlling person of a pledge or any failure to perform under a margin call of Common Stock)the foregoing) and each other person, investment advisors and employees of each of themif any, each Person who controls any such Holder (seller within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law“Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, costs damages and liabilities (including, without limitation, costs of preparation legal fees and attorneys' fees) other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses (collectively, "Losses"are incurred), as incurredjoint or several, arising that arise out of of, or are based upon upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus registration statement or any form of prospectus or in any amendment or supplement thereto under which such Registrable Securities were registered or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the case Securities Act in respect of any Prospectus the Registrable Securities, or form of prospectus amendment or supplement thereto), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Company shall not be liable to any Indemnified Party in any such case to the extentextent that any such loss, but only to the extentclaim, that such untrue statements damage, liability (or omissions arise action or proceeding in respect thereof) or expense arises out of or are is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party a Registering Covered Person furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein such Registering Covered Person or other Indemnified Party with respect to the extent that such information relates to a Holder seller or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly any underwriter specifically for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementpreparation thereof.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holder.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or alleged untrue statements or omissions are based upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (2) in the case of the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that the prospectus is outdated or defective and prior to the receipt by such Holder of written notice thereof from the Company. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware action, claim, suit, investigation, or proceeding, whether threatened or commenced (a "PROCEEDING") arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of themit, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's actions to enforce the provisions of this SECTION 5) (collectively, "LossesLOSSES"), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding such Holder furnished (or in the Holders or such other Indemnified Party furnished case of an omission, not furnished) in writing to the Company by a or on behalf of such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose), (2) in the case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(V), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in SECTION 6(B), or (3) the failure of the Holder to deliver a prospectus prior to the confirmation of a sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderBNYMCM, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents and employees of each such controlling Person(collectively, to the fullest extent permitted by applicable law“Controlling Persons”), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which BNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Free Writing Prospectus or any form of other prospectus relating to the Shares, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising arise out of of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto)thereto or any Free Writing Prospectus or preliminary prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the extent, but only to the extent, that such untrue statements BNYMCM or omissions arise out its plan of or are based upon information regarding the Holders or such other Indemnified Party distribution furnished in writing to the Company by a Holder or on behalf of BNYMCM expressly for use therein, which information was reasonably relied on by and the Company shall reimburse BNYMCM, its officers, directors, employees and agents, and each Controlling Person for use therein any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to the extent that defend against any such information relates to a Holder losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementexpenses are incurred.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely or in material part upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a Holder expressly for use thereinsuch Holder, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement thereto. The Company shall notify the Holders Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holder.

Indemnification by the Company. The In the event of any registration of any securities of the Company shallunder the Securities Act pursuant to Section 2.1 or Section 2.2, notwithstanding any termination of this Agreementto the fullest extent permitted by law, the Company will indemnify and hold harmless each Holder, the each Affiliate of such Holder and their respective directors and officers, members or general and limited partners (and the directors, agentsofficers, brokers (including brokers who offer employees, affiliates and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (hereinafter referred to as a “Controlling Person”) of any of the foregoing), and each underwriter, if any, and each person who controls within the officersmeaning of Section 15 of the Securities Act any underwriter (collectively, directorsthe “Seller Indemnified Parties”), agents and employees of each such controlling Personagainst all claims, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, damages and liabilities, costs joint or several, actions or proceedings (including, without limitation, costs of preparation and attorneys' feeswhether commenced or threatened in writing) in respect thereof (“Claims”) and expenses (collectively, "Losses"), as incurred, arising out of or based upon on: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus a registration statement (or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto), including all documents incorporated therein by reference, or arising out of or based upon any omission or alleged omission therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)not misleading, in the light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, except in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Company will reimburse each such Seller Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses incurred in connection with investigating and defending or settling any such Claim; provided that the Company will not be liable in any such case to the extentextent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or alleged untrue statement or omission or alleged omission by such Holder or underwriter but only to the extent, that such untrue statements statement or omissions arise out of alleged untrue statement or are based omission or alleged omission is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a or on behalf of such Holder expressly and stated to be specifically for use therein; and provided, which information was reasonably relied on by further that, the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company for use therein (which consent shall not be unreasonably withheld or delayed); and provided, further that the Company will not be liable to any Seller Indemnified Parties pursuant to this Section 2.8(a) to the extent that any Claims for which such information Seller Indemnified Party seeking indemnification relates to a Holder or such Holder's proposed method of distribution sale of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form violation of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementSection 2.3(b)(v).

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to: (1) any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any other law, including any state, provincial or foreign securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (3) any material violation of this Agreement by the Company, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 4(c)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 7(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders any Holder or any such other Indemnified Party furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by therein and (ii) the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 under the Securities Act), such indemnity agreement shall not inure to the benefit of any Holder, underwriter, broker or other Person acting on behalf of holders of the Registrable Securities, from whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder or copy of such final prospectus had been made available to such Person and such Holder's proposed method , underwriter, broker or other Person acting on behalf of distribution holders of the Registrable Securities and such final prospectus was reviewed and expressly approved in writing by a Holder expressly for use in not delivered to such Person with or prior to the Registration Statement, written confirmation of the sale of such Prospectus or Registrable Securities to such form of Prospectus or in any amendment or supplement theretoPerson. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders such Holder or such other Indemnified Party furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Holderholder of Registrable Securities, the officers, directorsmanagers, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls any each such Holder holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and ), the officers, directorsmanagers, agents and employees of each such controlling Personperson and any financial or investment adviser (each, an "Indemnified Party"), to the fullest extent permitted by applicable lawlawful, from and against any and all losses, claims, damages, liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including, without limitation, reasonable expenses of investigation) (collectively, "Losses"), as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus prospectus or any form of prospectus or in any amendment or supplement supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except to the extent, but only to extent that the extent, that such untrue statements or omissions same arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder such Indemnified Party or the related holder of Registrable Securities expressly for use therein, which information was reasonably relied on by the Company for use therein or (ii) 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; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such information relates Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a Holder copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such Holder's proposed method omission or alleged omission, and (iii) the Company has complied with its obligations under Section 6.4(c). Each indemnity and reimbursement of distribution of Registrable Securities costs and was reviewed expenses shall remain in full force and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion effect regardless of any Proceeding investigation made by or on behalf of which the Company is aware in connection with the transactions contemplated by this Agreementsuch Indemnified Party.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer partners, members, managers, stockholders, Affiliates, employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees managers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurredto which any of them may become subject, arising that arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the any Registration StatementStatement contemplated herein, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus thereto or arising out of or based upon (b) any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify , or (ii) in the Holders promptly case of an occurrence of an event of the institutiontype specified in Section 2.05(i), threat related to the use by a Holder of an outdated or assertion defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 2.16, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless of any Proceeding investigation made by or on behalf of an Indemnified Party, shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Company is aware in connection with the transactions contemplated by this Agreementmay otherwise have.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)partners, members, investment advisors manager, managers, stockholders, Affiliates and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, investment manager, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurredto which any of them may become subject, arising that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus or arising out of or based upon (ii) any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (A) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that (B) such information relates to Losses are incurred by a Holder or such Holder's proposed method of distribution seller of Registrable Securities as a result of selling such Registrable Securities under a defective or outdated Prospectus during a Suspension Period after receiving actual notice of such Suspension Period from the Company. Such indemnity shall remain in full force and was reviewed and expressly approved effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in writing by a Holder expressly for use in Section 12(c)), shall survive the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly transfer of the institutionRegistrable Securities by the Holders, threat or assertion of and shall be in addition to any Proceeding of liability which the Company is aware in connection with the transactions contemplated by this Agreementmay otherwise have.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holderthe Subscriber, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of themthe Subscriber, each Person person who controls any such Holder the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personperson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Subscriber furnished in writing to the Company by a Holder or on behalf of the Subscriber expressly for use therein, which information was reasonably relied on by and (ii) that the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of the Subscriber or any underwriter, broker or other person acting on behalf of holders of the Registrable Securities, from whom the person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder copy of such final prospectus had been made available to such person and the Subscriber or such Holder's proposed method underwriter, broker or other person acting on behalf of distribution the Subscriber and such final prospectus was not delivered to such person with or prior to the written confirmation of the sale of such Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, to such Prospectus or such form of Prospectus or in any amendment or supplement theretoperson. The Company shall notify the Holders Subscriber promptly of the institutionclaim, threat or assertion of any Proceeding proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m); provided, however, that the indemnity agreement contained in this Section 5(a) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchaser, its permitted assignees and each Holder, the officers, of its directors, agentsfund managers, brokers (including brokers who offer officers and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)employees, investment advisors and employees of each of them, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), its permitted assignees and the officers, directors, agents fund managers, officers and employees of each such controlling Person, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all claims, losses, claims, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of preparation and attorneys' feesinvestigation) and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus the final Prospectus, as supplemented or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder and Special Counsel expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or as a result of the failure of the Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with an offer or sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) hereof) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderBNYMCM, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents and employees of each such controlling Person(collectively, to the fullest extent permitted by applicable law“Controlling Persons”), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which BNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any the Prospectus or any form of other prospectus relating to the Common Shares, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising arise out of of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto)thereto or any preliminary prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the extent, but only to the extent, that such untrue statements BNYMCM or omissions arise out its plan of or are based upon information regarding the Holders or such other Indemnified Party distribution furnished in writing to the Company by a Holder BNYMCM expressly for use therein, which information was reasonably relied on by and the Company shall reimburse BNYMCM, its officers, directors, employees and agents, and each Controlling Person for use therein any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to the extent that defend against any such information relates to a Holder losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementexpenses are incurred.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holder.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer Holder and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of themParticipating Broker-Dealer, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange ActAct (any of such persons being hereinafter referred to as a "controlling person")) each such Holder and any such Participating Broker-Dealer and the members, managers, officers, directors, partners, employees, representatives and agents and employees of each such Holder, Participating Broker-Dealer and controlling Personperson (collectively, the "Holder Indemnified Parties"), to the fullest extent permitted by applicable lawlawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or based upon in connection with any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any preliminary prospectus, Prospectus or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)therein, in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that insofar as such untrue statements or omissions arise out of or Losses are based upon information regarding the Holders relating to such Holder or such other Indemnified Party Participating Broker-Dealer and furnished in writing to the Company by a such Holder or Participating Broker-Dealer expressly for use therein; provided, that the Company shall not be liable under the indemnity provided in this Section 7(a) to any Holder Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any preliminary prospectus, which information untrue statement or omission was reasonably relied on corrected in the Prospectus (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Securities to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Company for use therein or had previously furnished copies of the corrected Prospectus to the extent that such information relates Holder Indemnified Party within a reasonable amount of time prior to a Holder such sale or such Holder's proposed method of distribution of Registrable Securities confirmation, and was reviewed and expressly approved in writing by (3) the corrected Prospectus, if delivered, would have been a Holder expressly for use in complete defense against the Registration Statement, person asserting such Prospectus or such form of Prospectus or in any amendment or supplement theretoLoss. The Company shall notify also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Holders promptly distribution, their members, managers, officers, directors, agents and employees and each of their respective controlling persons to the same extent as provided above with respect to the indemnification of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementHolder Indemnified Parties.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holderthe Investor, the officers, directors, partners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common StockShares), investment advisors and employees of each of themthe Investor, each Person who controls any such Holder the Investor (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act0000 Xxx) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusprospectus (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made), or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder the Investor expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder the Investor or such Holder's the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder the Investor expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify thereto or (ii) in the Holders promptly case of an occurrence of an event of the institutiontype specified in Section 9.2(c)(v)-(vii), threat the use by the Investor of an outdated or assertion of any Proceeding of which defective Prospectus after the Company has notified the Investor in writing that the Prospectus is aware outdated or defective and prior to the receipt by the Investor of the Advice contemplated in connection with the transactions contemplated by this AgreementSection 9.5.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv), 3(c)(C)(v) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including the cost (including without limitation, reasonable attorneys’ fees) and expenses relating to an Indemnified Party’s actions to enforce the provisions of this Section 5) (collectively, "“Losses"”), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue (or alleged untrue) statements or omissions arise out of (or alleged omissions) are based solely upon information regarding such Holder furnished (or in the Holders case of an omission, results from the failure of such Holder to fully or such other Indemnified Party furnished accurately complete the Selling Shareholder Questionnaire) in writing to the Company by a or on behalf of such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and which proposed method was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has reviewed Annex A hereto for this purpose), (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c), or (3) the failure of the Holder to deliver a Prospectus as amended or supplemented prior to the confirmation of a sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holderholder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, agentspartners, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)members, investment advisors managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls any each such Holder holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling Personperson, to each underwriter, if any, and each Person who controls (within the fullest extent permitted by applicable lawmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, including costs of preparation and reasonable attorneys' fees) ’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, "“Losses"”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in any Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document (including any related Registration Statement, notification or the like) incident to any Prospectus such registration, qualification or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectuscompliance, or arising out of or based upon on any omission (or alleged omission of 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 or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation thereunder applicable to the extentCompany and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action as incurred; provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, extent that such untrue statements statement (or omissions arise out of alleged untrue statement) or are based omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party holder of Registrable Securities furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statementinclusion therein (it being understood that, with respect to each Shareholder, such Prospectus information is limited to the information provided by the Shareholder in its most recent Selling Shareholder Questionnaire furnished to the Company, the “Selling Shareholder Information”). It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss or action if such form of Prospectus or in any amendment or supplement thereto. The Company shall notify settlement is effected without the Holders promptly consent of the institution, threat or assertion of any Proceeding of Company (which the Company is aware in connection with the transactions contemplated by this Agreementconsent shall not be unreasonably withheld).

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each HolderInvestor, the officers, directors, agentspartners, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)members, investment advisors agents and employees of each of themInvestor, each Person who controls any such Holder Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (A) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Investor furnished in writing to the Company by a Holder expressly Investor for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder Investor or such Holder's Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved Securities, or (B) in the case of an occurrence of an event of the type specified in Section 6.2(c)(iii)-(v), the use by Investor of an outdated or defective Prospectus after the Company has notified Investor in writing that the Prospectus is outdated or defective and prior to the receipt by a Holder expressly for use Investor of the Advice contemplated in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretoSection 6.5. The Company shall notify the Holders Investor promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be liable to Investor under this Section 6.4(a) to the extent that Losses giving rise to an indemnification obligation hereunder are the result of fraud committed by Investor.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer general partners, managing members, managers, Affiliates, employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees advisers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents general partners, managing members, managers, agents, employees and employees investment advisers of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable and documented attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (A) such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use thereintherein (including information provided by any Holder in Annex B, which information was reasonably relied on by the Company for use therein Selling Shareholder Notice and Questionnaire), or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that each Holder has approved Annex A hereto for this purpose), or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The To the extent permitted by applicable law, in the event of any registration under the Securities Act by any Registration Statement pursuant to rights granted in this Agreement of Registrable Securities, or any offering made pursuant thereto, the Company shall, notwithstanding any termination of this Agreement, will indemnify and hold harmless each Holder, the Investor and its officers, directors, agentsmanagers, brokers employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (including brokers who offer and sell Registrable Securities in each case, in their capacities as principal as a result of a pledge or any failure to perform under a margin call of Common Stocksuch), investment advisors and employees each underwriter of such securities and each of themother Person, each Person if any, who controls any such Holder (Investor or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs or liabilities (including, without limitation, including reasonable legal fees and costs of preparation and attorneys' feescourt) and expenses (collectively, "“Losses"”), joint or several, to which such Investor and its officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates, or such underwriter or any such controlling Person may become subject under the Securities Act or otherwise, insofar as incurred, arising such Losses (or any actions in respect thereof) (i) arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in any Registration Statement under which such securities were registered under the Registration Statement, any Prospectus Securities Act or any form of prospectus or in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising which arise out of or are based upon any the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement thereto)any preliminary prospectus forming a part of such Registration Statement, in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions (ii) arise out of or are based upon information regarding any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the Holders filing of the final prospectus) 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 free writing 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, in light of the circumstances in which they were made, not misleading, or (iii) arise out of or are based upon any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such Registration Statement, disclosure document or other document or report; provided, however, that the Company shall not be liable to such Investor or its respective officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates or an underwriter or any other Person who controls such Investor or such other Indemnified Party underwriter in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, such amendment or supplement or such prospectus), which occurs in reliance upon and in conformity with information furnished in writing to the Company by a Holder expressly or on behalf of such Investor or such underwriter or their respective Representatives specifically for use therein, which information was reasonably relied on by . This indemnity shall be in addition to any liability the Company for use therein may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor or any indemnified party and shall survive the transfer of such securities by such Investor and regardless of any indemnity agreed to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, underwriting agreement that is less favorable to such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementInvestor.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer brokers, general partners, managing members, managers, Affiliates, employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees advisers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents general partners, managing members, managers, agents, employees and employees investment advisers of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable and documented attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, extent that such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration StatementSecurities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 7(b) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this AgreementAgreement and notwithstanding any other remedy, indemnify indemnify, defend, protect and hold harmless the Investor, each Holderother Prospective Seller, the underwriter, if any, the stockholders, owners, officers, directors, partners, members, agents, brokers (including brokers who offer employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees Affiliates of each of them, and each such Person who controls the Investor, Prospective Seller or any such Holder underwriter, if any, (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the stockholders, owners, officers, directors, agents partners, members, agents, employees and employees Affiliates of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"as defined herein), promptly as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus prospectus or any form of Company prospectus or in any amendment or supplement thereto or thereto, in any Company preliminary prospectus, or any free writing prospectus utilized in connection therewith, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), or any free writing prospectus, in the light of the circumstances under which they were made, ) or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Registrable Securities are offered not misleading, except (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the extent, but only offer or sale of the Registrable Securities pursuant to the extentRegistration Statement, or (iii) any violation of this Agreement; provided, however, that the Company shall not be liable to any such untrue statements or omissions arise Indemnified Party (as defined herein) in any such case to the extent that (A) such claim arises out of or are is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such Registration Statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly or on behalf of such Indemnified Party or its Affiliates specifically for use therein, which information was reasonably relied on by the Company for use therein or (B) such claim is related to the extent that such information relates to a Holder use by an Investor, Prospective Seller or such Holder's proposed method underwriter, if any, of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus an outdated or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.defective

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holderthe Subscriber, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of themthe Subscriber, each Person person who controls any such Holder the Subscriber (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personperson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Subscriber furnished in writing to the Company by a Holder or on behalf of the Subscriber expressly for use therein, which information was reasonably relied on by and (ii) that the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 172 or Rule 424 of the 1933 Act), such indemnity agreement shall not inure to the benefit of the Subscriber or any underwriter, broker or other person acting on behalf of holders of the Registrable Securities, from whom the person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder copy of such final prospectus had been made available to such person and the Subscriber or such Holder's proposed method underwriter, broker or other person acting on behalf of distribution the Subscriber and such final prospectus was not delivered to such person with or prior to the written confirmation of the sale of such Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, to such Prospectus or such form of Prospectus or in any amendment or supplement theretoperson. The Company shall notify the Holders Subscriber promptly of the institutionclaim, threat or assertion of any Proceeding proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless harmless, to the extent permitted by applicable law, each Designated Holder, the officersits partners, directors, agentsofficers, brokers (including brokers who offer Affiliates, stockholders, members, employees, trustees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, Designated Holder from and against any and all losses, claimsliabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses), claims and damages, liabilitiesjoint or several, costs to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened (includingeach, without limitation, costs of preparation a “Liability” and attorneys' fees) and expenses (collectively, "Losses"“Liabilities”), in so far as incurred, arising such Liabilities arise out of or based upon (i) any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus, any Prospectus Free Writing Prospectus, or in any form offering memorandum or other offering document relating to the offering and sale of prospectus such Registrable Securities prepared by the Company or at its direction, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising out of or based upon any document incorporated by reference therein; (ii) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any offering memorandum or other offering document relating to the offering and sale of a such Registrable Securities prepared by the Company or at its direction, or in any amendment or supplement thereto, or in any document incorporated by reference therein, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; and (in iii) any violation by the case Company of any Prospectus federal, state or form of prospectus common law rule or supplement thereto), in the light of the circumstances under which they were made, not misleading, except regulation applicable to the extentCompany and relating to action required of or inaction by the Company in connection with any such registration; provided, but only however, that the Company shall not be held liable in any such case to the extent, extent that any such untrue statements or omissions arise Liability arises out of or are is based upon information regarding the Holders an untrue statement or alleged untrue statement or omission or alleged omission contained in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such other Indemnified Party amendment or supplement thereto in reliance upon and in conformity with information concerning such Designated Holder furnished in writing to the Company by a or on behalf of such Designated Holder expressly for use therein, which including, without limitation, the information was reasonably relied on by furnished to the Company for use therein or pursuant to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretoSections 9(b) hereof. The Company shall notify the Holders promptly also provide customary indemnities to any underwriters of the institutionRegistrable Securities, threat or assertion their officers, directors and employees and each Person who controls such underwriters (within the meaning of any Proceeding Section 15 of which the Company is aware in connection Securities Act) to the same extent as provided above with respect to the transactions contemplated by this Agreementindemnification of the Designated Holders of Registrable Securities.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any statutory preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders such Holder or such other Indemnified Party furnished in writing to the Company by a such Holder (or their counsel or Special Counsel) expressly for use therein, which information was reasonably relied on by therein and (ii) that the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of any Holder, underwriter, broker or other Person acting on behalf of holders of the Registrable Securities, from whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder or copy of such final prospectus had been made available to such Person and such Holder's proposed method , underwriter, broker or other Person acting on behalf of distribution holders of the Registrable Securities and such final prospectus was reviewed and expressly approved in writing by a Holder expressly for use in not delivered to such Person with or prior to the Registration Statement, written confirmation of the sale of such Prospectus or Registrable Securities to such form of Prospectus or in any amendment or supplement theretoPerson. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderXxxxxxx Xxxxx, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), and employees each affiliate of each such controlling Person, to Xxxxxxx Xxxxx (within the fullest extent permitted by applicable lawmeaning of Rule 405 under the Securities Act Regulations), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which Xxxxxxx Xxxxx, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any the Prospectus or any form of other prospectus relating to the Common Shares, or in any amendment or supplement thereto or in thereto, any preliminary prospectus, or arising 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 of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto)thereto or any preliminary prospectus, or any Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the extent, but only to the extent, that such untrue statements Xxxxxxx Xxxxx or omissions arise out its plan of or are based upon information regarding the Holders or such other Indemnified Party distribution furnished in writing to the Company by a Holder or on behalf of Xxxxxxx Xxxxx expressly for use therein, which information was reasonably relied on by and the Company shall reimburse Xxxxxxx Xxxxx, its officers, directors, employees and agents, and each Controlling Person for use therein any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to the extent that defend against any such information relates to a Holder losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementexpenses are incurred.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless each Holderharmless, to the fullest extent permitted by law, the Purchaser and any underwriter participating in the distribution, their respective officers, directors, agents, brokers (including brokers who offer partners and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls the Purchaser or any such Holder underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, agents and employees of each such controlling person (individually, a "Purchaser Indemnified Person, to the fullest extent permitted by applicable law, ") from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation investigating, preparing to defend, defending and appearing as a third-party witness and attorneys' feesfees and disbursements) and expenses expenses, including any amounts paid in respect of any settlements (collectively, "Losses"), joint or several, without duplication, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus prospectus, or in any amendment or supplement supplements thereto or in any preliminary prospectusPreliminary Prospectus, or arising out of or based upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any the Prospectus or form of prospectus prospectus, or supplement in any amendments or supplements thereto), or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading except, except in either case,(i) to the extent, but only to the extent, that such untrue statements or omissions arise out of alleged untrue statement or are based omission or alleged omission has been made therein in reliance upon and in conformity with information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder such Purchaser Indemnified Person expressly for use therein, therein and (ii) if the Person asserting any such Losses who purchased the Registrable Securities which information was reasonably relied on by are the subject thereof did not receive a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person (if it is determined that the Company for use therein has provided such Preliminary Prospectus and it was the responsibility of such Purchaser Indemnified Person to provide such person with a current copy of the Prospectus or to amended or supplemented Prospectus, as the extent that case may be) and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and Preliminary Prospectus was reviewed and expressly approved in writing by a Holder expressly for use corrected in the Registration Statement, such amended Preliminary Prospectus or such form of the final Prospectus (or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementfinal Prospectus as amended and supplemented).

Indemnification by the Company. The Company shallwill, notwithstanding any termination of this Agreementand hereby agrees to, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personharmless, to the fullest extent permitted by applicable law, from and, subject to Section 4.3 below, defend Holdings, PHL, each of their Affiliates (i) to whom Holdings or PHL transferred Registrable Shares in a manner permitted by the Voting and Standstill Agreement and (ii) who is listed as a selling shareholder in the Prospectus, and their respective officers, directors, employees, agents, representatives and each other Person, if any, who controls Holdings within the meaning of the Securities Act (each, a "Company Indemnitee"), against any and all losses, claims, damages, liabilitiesliabilities and expenses, costs (includingjoint or several, without limitationto which they or any of them may become subject under the Securities Act or any other statute or common law, costs including any amount paid in settlement of preparation any action or proceeding, commenced or threatened, and attorneys' fees) to reimburse them for any reasonable legal or other expenses incurred by them in connection with investigating any claims and expenses defending any actions (collectively, "Losses"), with respect to sales of Registrable Shares under the Registration Statement, insofar as incurred, arising any Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus Statement or any form of prospectus pre- or in any post-effective amendment or supplement thereto or in any preliminary prospectusBlue Sky Filing, or arising out of or based upon any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of any Prospectus or form of prospectus any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except to the extent, but only to the extenthowever, that the indemnification agreement contained herein shall not (i) apply to Losses arising out of, or based upon, any such untrue statements statement or omissions arise out of alleged untrue statement, or are based any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the such Company for use therein or Indemnitee from time to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly time specifically for use in the Registration Statement, such the Prospectus or any such form amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Person, to the extent that any such Loss arises out of such Person's failure to send or give a copy of the Prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement, or omission or alleged omission, at or prior to the written confirmation of the sale of the Registrable Shares to such Person if such statement or omission was corrected in the Prospectus or in any amendment or supplement thereto. The Company shall notify thereto prior to the Holders promptly written confirmation of the institution, threat or assertion sale. Such indemnity shall remain in full force and effect regardless of any Proceeding investigation made by or on behalf of which such Company Indemnitee or any other Person and shall survive the transfer of such securities by such Company is aware in connection with the transactions contemplated by this AgreementIndemnitee.

Indemnification by the Company. The In consideration of each Purchaser’s execution and delivery of this Agreement and in addition to the Company’s other obligations hereunder, the Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend, protect and hold harmless each HolderPurchaser, the officersits officers and directors, directorspartners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, and each underwriter of Registrable Securities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlement costs (includingand expenses, including without limitation, limitation costs of preparation and reasonable attorneys' fees) and expenses ’ fees (collectively, "“Losses"”), as incurred, arising out of or based upon relating to (A) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party Purchaser furnished in writing to the Company by a Holder such Purchaser expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates related to a Holder such Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by such Purchaser of an outdated or defective Prospectus after the Company has duly notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Paragraph (6) below; (B) any misrepresentation or material breach of any representation or warranty made by the Company in the Offering Documents; (C) any breach of any covenant, agreement or obligation of the Company contained in the Offering Documents; (D) any cause of action, suit or claim brought or made against such Indemnified Party (as hereinafter defined) by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Offering Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of issuance of Securities, or (iii) the status of such Purchaser as an investor in the Company pursuant to the transactions contemplated by the Offering Documents, other than any such cause of action, suit or claim resulting from the fraud or willful misconduct of such Purchaser. The Company shall notify the Holders Purchasers promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holderholder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, agentspartners, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)members, investment advisors managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls any each such Holder holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling Personperson, to each underwriter, if any, and each Person who controls (within the fullest extent permitted by applicable lawmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, including costs of preparation and reasonable attorneys' fees) ’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, "“Losses"”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in any Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document (including any related Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusnotification, or arising out of the like) incident to any such registration, qualification, or compliance, or based upon on any omission (or alleged omission of 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 or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except or any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the extentCompany and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action, provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statements statement (or omissions arise out of alleged untrue statement) or are based omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party holder of Registrable Securities furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use inclusion therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly consent of the institution, threat or assertion of any Proceeding of Company (which the Company is aware in connection with the transactions contemplated by this Agreementconsent shall not be unreasonably withheld).

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 5(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 6(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders such Holder or such other Indemnified Party furnished in writing to the Company by a or on behalf of such Holder expressly for use therein, which information was reasonably relied on by therein and (ii) that the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of any Holder, underwriter, broker or other Person acting on behalf of holders of the Registrable Securities, from whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder or copy of such final prospectus had been made available to such Person and such Holder's proposed method , underwriter, broker or other Person acting on behalf of distribution holders of the Registrable Securities and such final prospectus was reviewed and expressly approved in writing by a Holder expressly for use in not delivered to such Person with or prior to the Registration Statement, written confirmation of the sale of such Prospectus or Registrable Securities to such form of Prospectus or in any amendment or supplement theretoPerson. The Company shall notify the Holders promptly of the institutionclaim, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holders have approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderHolder and its directors, the officers, directorsemployees, agents, brokers (including brokers who offer trustees, and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)partners and each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, actions, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectivelyincluding without limitation reasonable fees, "Losses"expenses and disbursements of attorneys and other professionals), as incurredjoint or several, arising out of or based upon (a) any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act or any state securities and, in each case, any rule or regulations promulgated thereunder, applicable to the Company and relating to action or inaction required of the Company in connection with any Registration Statement or Prospectus, or (b) upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementStatement or any Prospectus, (including, in each case, any Prospectus amendments or any form of prospectus supplements thereto) or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon (c) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)therein, in the light of the circumstances under which they were made, not misleading, except ; provided that the Company shall not be liable to a Holder in any such case to the extentextent that any such loss, but only to the extentclaim, that such untrue statements damage, liability (or omissions arise action or proceeding in respect thereof) or expense arises out of or are is based upon (x) 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 information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, or his plan of distribution or ownership interests which information was reasonably relied on by furnished to the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated Registration Statement or the Prospectus contained therein by this Agreementthe Holder or the Holder's representatives or (y) such Holder's failure to send or give a copy of the final prospectus furnished to it by the Company through no fault of the Company at or prior to the time such action is required by the Securities Act to 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. The Company will reimburse such Holder and its directors, officers, employees, agents, trustees and partners, and any Person who controls such Holder, for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, cost, expense or action.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each HolderPurchaser, the officers, directors, partners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), Affiliated investment advisors and employees of each of themPurchaser, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Purchaser furnished in writing to the Company by a Holder Purchaser expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders Purchaser promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shallVendor shall cause the Company, notwithstanding any termination of this Agreementwithout limitation as to time, to agree to indemnify and hold harmless each Holderharmless, to the full extent permitted by law, the Purchaser, the officers, directors, agents, brokers (including brokers who offer directors and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of themthe Purchaser, each Person who controls any such Holder the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personperson, to the fullest extent permitted by applicable lawlawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses")”) incurred by or with respect to the Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Statement or Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein, (ii) in the case of any an Interruption Period, the use by the Purchaser of an outdated or defective Prospectus or form of prospectus or supplement thereto), in the light until receipt of the circumstances under which they were madecopies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, not misleading, except or until the Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent, but only to the extent, extent that any such untrue statements or omissions Losses arise out of or are based upon information regarding the Holders an untrue statement or alleged untrue statement or omission or alleged omission in a Registration Statement or Prospectus, if such other Indemnified Party furnished untrue statement or alleged untrue statement, omission or alleged omission is corrected in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any an amendment or supplement thereto. The Company shall notify to the Holders promptly Registration Statement or the Prospectus that is delivered or made available to the Purchaser and the Purchaser thereafter fails to deliver or make available such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the institutionRegistrable Shares to the person asserting such Losses; provided, threat or assertion however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Proceeding Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. In the event the Company is aware in connection with does not enter into an agreement to so indemnify and hold harmless, the transactions contemplated by this AgreementVendor shall so indemnify and hold harmless.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and as set forth in Annex A hereto or any changes to Annex A hereto that are expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, such Holder, together with the partners, officers, directors, trustees, stockholders, employees and agents of such controlling Person (collectively, the "Controlling Persons"), from and against all losses, claims, damages, liabilities and expenses (including without limitation any reasonable legal or other fees and expenses actually incurred in connection with defending or investigating any action or claim in respect thereof, provided, however, that such legal fees shall be limited to those incurred by one individual counsel for all indemnified parties under this paragraph (a), together with any appropriate or necessary local counsel, if any) (collectively, the "Damages") to which such Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and any such Controlling Person may become subject under the Securities Act, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement or Prospectus (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information relating to such Holder furnished in writing to the Company by such Holder (or by a Person authorized to provide such information on behalf of such Holder) expressly for use therein. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents, brokers (including brokers who offer employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest same extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in provided with respect to the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light indemnification of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretoHolders. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.(b)

Indemnification by the Company. The Company shallagrees, notwithstanding any termination of this Agreementto the extent permitted by law, to indemnify and hold harmless Xxxxx Fargo Securities, and each Holderperson, the officersif any, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or otherwise, and to reimburse Xxxxx Fargo Securities and such controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 10(c), insofar as such losses, claims, damages, liabilitiesliabilities or actions, costs suits or proceedings (including, without limitation, costs of preparation and attorneys' feesincluding governmental investigations) and expenses (collectively, "Losses"), as incurred, arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectus, or, if the Prospectus shall be amended or supplemented, in the Prospectus as so amended or supplemented, the information contained in any Issuer Free Writing Prospectus or any form issuer information (within the meaning of prospectus Rule 433 under the Securities Act) filed or in any amendment required to be filed pursuant to Rule 433(d) under the Act or supplement thereto or in any preliminary prospectus, or arising arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except to the extentinsofar as such losses, but only to the extentclaims, that such untrue statements damages, liabilities or omissions actions, suits or proceedings (including governmental investigations) arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission that was made in such Registration Statement or Prospectus, or in the Prospectus as so amended or supplemented, any Issuer Free Writing Prospectus or any issuer information regarding (within the Holders meaning of Rule 433 under the Securities Act) filed or such other Indemnified Party required to be filed pursuant to Rule 433(d) under the Securities Act in reliance upon and in conformity with information furnished in writing to the Company by a Holder Xxxxx Fargo Securities expressly for use therein. The Company’s indemnity agreement contained in this Section 10(a), which information was reasonably relied on by and the covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for use therein or to the extent that such information relates to a Holder or such Holder's proposed method Securities hereunder, and the indemnity agreement contained in this Section 10 shall survive any termination of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothis Agreement. The Company shall notify the Holders promptly liabilities of the institution, threat or assertion Company in this Section 10(a) are in addition to any other liabilities of any Proceeding of which the Company is aware in connection with the transactions contemplated by under this AgreementAgreement or otherwise.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holderholder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, agentspartners, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)members, investment advisors managers, stockholders, accountants, attorneys, agents and employees of each of them, each Person who controls any each such Holder holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling Personperson, to each underwriter, if any, and each Person who controls (within the fullest extent permitted by applicable lawmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, including costs of preparation and reasonable attorneys' fees) ’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, "“Losses"”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in any Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document (including any related Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusnotification, or arising out of the like) incident to any such registration, qualification, or compliance, or based upon on any omission (or alleged omission of 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 or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except or any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the extentCompany and (without limitation of the preceding portions of this Section 2(g)(i)) will reimburse each such holder, each of its officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action, provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statements statement (or omissions arise out of alleged untrue statement) or are based omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party holder of Registrable Securities furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use inclusion therein. It is agreed that the indemnity agreement contained in this Section 2(g)(i) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the Registration Statement, such Prospectus or such form consent of Prospectus or in any amendment or supplement theretothe Company (which consent shall not be unreasonably withheld). The Company indemnification provided for under this Section 2(g)(i) shall notify survive the Holders promptly transfer of the institution, threat or assertion Registrable Securities by the selling holder of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementRegistrable Securities.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder and each Holder, the officers, directors, agents, 's agents and brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely or in material part upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a Holder expressly for use thereinsuch Holder, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement thereto. The Company shall notify the Holders Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holder.

Indemnification by the Company. The To the extent permitted by applicable law, in the event of any registration under the Securities Act by any Registration Statement pursuant to rights granted in this Agreement of Registrable Securities, or any offering made pursuant thereto, the Company shall, notwithstanding any termination of this Agreement, will indemnify and hold harmless each Holder, the Investor and its officers, directors, agentsmanagers, brokers employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (including brokers who offer and sell Registrable Securities in each case, in their capacities as principal as a result of a pledge or any failure to perform under a margin call of Common Stocksuch), investment advisors and employees each underwriter of such securities and each of themother Person, each Person if any, who controls any the Investor or such Holder (underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs or liabilities (including, without limitation, including reasonable legal fees and costs of preparation and attorneys' feescourt) and expenses (collectively, "“Losses"”), joint or several, to which the Investor and its officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates, or such underwriter or any such controlling Person may become subject under the Securities Act or otherwise, insofar as incurred, arising such Losses (or any actions in respect thereof) (i) arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in any Registration Statement under which such securities were registered under the Registration Statement, any Prospectus Securities Act or any form of prospectus or in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising which arise out of or are based upon any the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement thereto)any preliminary prospectus forming a part of such Registration Statement, in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions (ii) arise out of or are based upon information regarding any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the Holders filing of the final prospectus) 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 free writing 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, in light of the circumstances in which they were made, not misleading, or (iii) arise out of or are based upon any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such Registration Statement, disclosure document or other document or report; provided, however, that the Company shall not be liable to the Investor or its respective officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates or an underwriter or any other Person who controls the Investor or such other Indemnified Party underwriter in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, such amendment or supplement or such prospectus), which occurs in reliance upon and in conformity with information furnished in writing to the Company by a Holder expressly or on behalf of the Investor or such underwriter or their respective Representatives specifically for use therein, which information was reasonably relied . This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor or any indemnified party and shall survive the Transfer of such securities by the Company for use therein or Investor and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this AgreementInvestor.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder, the its partners, officers, directors, agentstrustees, brokers (including brokers who offer stockholders, employees, agents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)investment advisers, investment advisors and employees of each of them, each Person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, such Holder, together with the partners, officers, directors, trustees, stockholders, employees, agents and investment advisors of such controlling Person (collectively, the "Controlling Persons"), from and against all losses, claims, damages, liabilities and expenses (including, without limitation, any legal or other fees and expenses incurred by any Holder or any such Controlling Person in connection with defending or investigating any action or claim in respect thereof) (collectively, the "Damages") to which such Holder, its partners, officers, directors, trustees, stockholders, employees, agents and investment advisers, and any such Controlling Person, may become subject under the Securities Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or are caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or are caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable for Damages to any Holder under this Section 6(a) to the extent that any such Damages (i) arise out of or are based upon any such untrue statement or omission which is based upon information relating to such Holder furnished in writing to the Company by such Holder expressly for use in any such Registration Statement (or any amendment thereto) or Prospectus (or amendment or supplement thereto); or (ii) were caused by the fact that such Holder sold Securities to a Person as to whom it shall be established that there was not sent or given, or deemed sent or given pursuant to Rule 153 under the Securities Act, at the time of or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if, (a) the Company has previously furnished copies of such amended or supplemented Prospectus to such Holder and (b) such Damages were caused by any untrue statement or omission or alleged untrue statement or omission contained in the Prospectus so delivered which was corrected in such amended or supplemented Prospectus. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each Person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest same extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in provided above with respect to the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light indemnification of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing except with respect to information provided by a Holder expressly the underwriter specifically for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementinclusion therein.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's actions to enforce the provisions of this Section 5) (collectively, "LossesLOSSES"), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding such Holder furnished (or in the Holders or such other Indemnified Party furnished case of an omission, not furnished) in writing to the Company by a or on behalf of such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose), (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), or (3) the failure of the Holder to deliver a prospectus prior to the confirmation of a sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless to the fullest extent permitted by law each HolderHolder of Registrable Securities, the and each of their respective officers, employees, Affiliates, trustees, directors, partners, members, attorneys and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) and the officers, directors, agents and employees such Holder of each such controlling Person, to the fullest extent permitted by applicable law, Registrable Securities from and against any and all expenses, losses, judgments, claims, damages, liabilities, costs damages or liabilities (including, without limitation, costs of preparation and attorneys' fees“Losses”) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration StatementStatement or under any Blue Sky Filing, Prospectus (including any Prospectus preliminary Prospectus), or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any the Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading; provided, except however, that the Company will not be liable in any such case to any Holder to the extent, but only to the extent, extent that any such untrue statements or omissions arise Loss arises out of or are is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, Prospectus, or any such amendment thereof or supplement thereto, in reliance upon and in conformity with information regarding the Holders or such other Indemnified Party furnished in writing to the Company Company, in writing, by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder, the its officers, directors, agentspartners, brokers members, shareholders, employees, affiliates and agents (including brokers who offer collectively, “Agents”) and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersits Agents with respect to each registration which has been effected pursuant to this Agreement, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damagesjudgments, fines, penalties, charges, amounts paid in settlement, damages or liabilities, costs joint or several, actions or proceedings (includingwhether commenced or threatened) in respect thereof, without limitation, costs of preparation and attorneys' fees) and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of legal counsel) in respect thereof (collectively, "Losses"“Claims”), insofar as incurred, arising such Claims arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus final or any form of summary prospectus or in and any amendment or supplement thereto thereto) related to any such registration or in any preliminary prospectus, filing prepared or arising out of executed by the Company (or based upon written information furnished by or on behalf of the Company expressly for use in such filing) in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any such Prospectus (including any preliminary, final or form of summary prospectus and any amendment or supplement thereto), in the light of the circumstances under which they were made) not misleading or (ii) any violation of this Agreement (the matters in the foregoing clauses (i) through (ii) being, collectively, “Violations”); provided, however, that the Company will not misleading, except be liable in any such case to the extent, but only to the extent, extent that any such untrue statements or omissions Claims arise out of or are based upon a Violation which occurs in reliance on any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company in an instrument duly executed by a such Holder specifically stating that it was expressly for use therein. Notwithstanding the foregoing, which information the indemnification contained in this Section 5.1 shall not apply if the untrue statement or omission of material fact contained in the preliminary prospectus was reasonably relied on corrected in the final prospectus, as then amended or supplemented, if such final prospectus was timely made available by the Company for use therein or pursuant to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities Section 4.1(c). Such indemnity shall remain in full force and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion effect regardless of any Proceeding investigation made by or on behalf of which any Person who may be entitled to indemnification pursuant to this Section 5 and shall survive the Company is aware in connection with the transactions contemplated transfer of securities by such Holder and termination of this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(e). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderBNYMCM, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents and employees of each such controlling Person(collectively, to the fullest extent permitted by applicable law“Controlling Persons”), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which BNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Free Writing Prospectus or or any form of other prospectus relating to the Common Shares, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising arise out of of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto), any Free Writing Prospectus or any preliminary prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Indemnified Party BNYMCM furnished in writing to the Company by a Holder BNYMCM or on its behalf expressly for use therein, which information was reasonably relied on by and the Company shall reimburse BNYMCM, its officers, directors, employees and agents, and each Controlling Person for use therein any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to the extent that defend against any such information relates to a Holder losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementexpenses are incurred.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's actions to enforce the provisions of this Section 5) (collectively, "Losses"), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a or on behalf of such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each underwriter (as defined in the Securities Act) or selling agent, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or "issuer free writing prospectus," as defined in Commission Rule 433 ("ISSUER FWP"), or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto)therein, in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each HolderBNYMCM, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents and employees of each such controlling Person(collectively, to the fullest extent permitted by applicable law“Controlling Persons”), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which BNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any the Prospectus or any form of other prospectus relating to the Common Shares (including a Free Writing Prospectus), or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising arise out of of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto)thereto or any preliminary prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made (a) in reliance upon and in conformity with information related to BNYMCM or its plan of distribution furnished in writing to the extentCompany by BNYMCM expressly for use therein, but only or (b) in a Free Writing Prospectus used by BNYMCM in violation of Section 2.04, and the Company shall reimburse BNYMCM, 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 defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extentextent that any such losses, that such untrue statements claims, damages or omissions liabilities, or any action or proceeding, arise out of or are based upon information regarding the Holders an untrue statement or such other Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use omission contained in the Registration Statement, such the Prospectus or any other prospectus relating to the Common Shares, or any amendment thereto, if (i) such form of Prospectus untrue statement or omission or alleged untrue statement or omission is corrected in any an amendment or supplement thereto. The Company shall notify the Holders promptly to such prospectus and (ii) having previously been furnished by or on behalf of the institutionCompany with copies of such prospectus as so amended or supplemented, threat BNYMCM thereafter fails to deliver such prospectus as so amended or assertion of any Proceeding of supplemented prior to the transaction giving rise to the claims from which the Company is aware in connection with the transactions contemplated by this Agreementsuch losses, claims, damages or liabilities, or action or proceeding arise.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each HolderPurchaser, the officers, directors, partners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of themPurchaser, each Person who controls any such Holder Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or (i) are based solely upon information regarding the Holders or such other Indemnified Party Purchaser furnished in writing to the Company by a Holder such Purchaser or on behalf of such Purchaser by such Purchaser's legal counsel expressly for use therein, which or solely upon information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder such Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by a Holder such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), resulted solely from the use by such Purchaser of an outdated or defective Prospectus after such Purchaser has received notice in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. The Company shall notify the Holders Purchasers promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)partners, investment advisors members, managers, stockholders, Affiliates, representatives and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, actions, judgments, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' ’ fees) and expenses (collectively, "“Losses"”), as incurred, arising that arise out of or are based upon (i) any violation or alleged violation by the Company of any rule or regulation promulgated under the Exchange Act, the Securities Act, the Financial Industry Regulatory Authority, Inc. or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any registration, (ii) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon (iii) any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that such untrue statements statements, alleged untrue statements, omissions or alleged omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder (including such Holder’s proposed method of distribution of Registrable Securities) furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this AgreementAgreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 6(c)) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holderthe Subscriber, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment and other advisors and employees of each of themthe Subscriber, each Person person who controls any such Holder the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personperson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Subscriber furnished in writing to the Company by a Holder or on behalf of the Subscriber expressly for use therein, which information was reasonably relied on by and (ii) that the Company for use therein or foregoing indemnity agreement is subject to the extent that such information condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of the Subscriber or any underwriter, broker or other person acting on behalf of holders of the Registrable Securities, from whom the person asserting any loss, claim, damage, liability or expense purchased the Registrable Securities which are the subject thereof, if a Holder copy of such final prospectus had been made available to such person and the Subscriber or such Holder's proposed method underwriter, broker or other person acting on behalf of distribution the Subscriber and such final prospectus was not delivered to such person with or prior to the written confirmation of the sale of such Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, to such Prospectus or such form of Prospectus or in any amendment or supplement theretoperson. The Company shall notify the Holders Subscriber promptly of the institutionclaim, threat or assertion of any Proceeding proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreementwithout limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Holderholder of Registrable Securities, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors agents and employees of each of them, each Person who controls any each such Holder holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and ), the officers, directors, agents and employees of each such controlling Personperson and any financial or investment adviser (each, an “Indemnified Party”), to the fullest extent permitted by applicable lawlawful, from and against any and all losses, claims, damages, liabilities, actions or proceedings (whether commenced or threatened), reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' ’ fees) and reasonable expenses (including reasonable expenses of investigation) (collectively, "“Losses"”), as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, any Prospectus prospectus (including free-writing prospectuses) or any form of prospectus or in any amendment or supplement supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in the light of the circumstances under which they were made, not misleading, except to the extent, but only to extent that the extent, that such untrue statements or omissions same arise out of or are based upon information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder such Indemnified Party or the related holder of Registrable Securities expressly for use therein, which information was reasonably relied on by the Company for use therein or (ii) 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; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such information relates Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such Person failed to send or deliver a Holder copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such Holder's proposed method omission or alleged omission, and (C) the Company has complied with its obligations under Section 3.3. Each indemnity and reimbursement of distribution of Registrable Securities costs and was reviewed expenses shall remain in full force and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion effect regardless of any Proceeding investigation made by or on behalf of which the Company is aware in connection with the transactions contemplated by this Agreementsuch Indemnified Party.

Indemnification by the Company. The In the event of any registration of any Registrable Securities of the Company shallunder the Securities Act pursuant to this Article II, notwithstanding any termination of this Agreementthe Company will, and it hereby does, indemnify and hold harmless harmless, to the extent permitted by law, a Registering Covered Person, each Holder, the officers, directors, agents, brokers Affiliate of such Registering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including brokers who offer any director, officer, Affiliate, employee, agent and sell Registrable Securities as principal as a result controlling person of a pledge or any failure to perform under a margin call of Common Stock)the foregoing) and each other person, investment advisors and employees of each of themif any, each Person who controls any such Holder (seller within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law“Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, costs damages and liabilities (including, without limitationlegal fees and other expenses incurred in connection with any suit, costs of preparation and attorneys' fees) action or proceeding or any claim asserted, as such fees and expenses (collectively, "Losses"are incurred), as incurredjoint or several, arising that arise out of of, or are based upon upon, (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus registration statement or any form of prospectus or in any amendment or supplement thereto under which such Registrable Securities were registered or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the case Securities Act in respect of any Prospectus the Registrable Securities, or form of prospectus amendment or supplement thereto), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent; provided, that such untrue statements or omissions arise out of or are based upon information regarding the Holders or such other Company shall not be liable to any Indemnified Party furnished in writing to the Company by a Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with written information relates furnished to a Holder or the Company with respect to such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly seller specifically for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementpreparation thereof.

Indemnification by the Company. The Company shallagrees to indemnify, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Personreimburse, to the fullest extent permitted by applicable law, from each Holder, its partners, officers, directors, employees, representatives and agents, and each Person, if any, who controls such Holder within the meaning of the Securities Act, against any and all losses, claims, damagespenalties, liabilities, costs claims, damages and expenses, joint or several (including, without limitation, reasonable and documented attorneys’ fees and any expenses and reasonable and documented costs of preparation and attorneys' fees) and expenses (collectively, "Losses"investigation), as incurred, arising to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any (i) untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus Statement under which such Registrable Securities were registered and sold under the Securities Act or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) untrue statement or alleged untrue statement of a material fact contained in the case of any Prospectus Prospectus, or form of prospectus any amendment or supplement thereto)thereto or any omission or alleged omission to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except however, that the Company shall not be liable in any such case to the extentextent that any such loss, but only to the extentpenalty, that such untrue statements liability, claim, damage (or omissions arise action or proceeding in respect thereof) or expense arises out of or are is based upon (x) an untrue statement or alleged statement or omission or alleged omission made in such Registration Statement, any such Prospectus, amendment or supplement in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party about a Holder which is furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly specifically for use in the such Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretoor (y) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder during a Suspension Period. The Company Such indemnity shall notify the Holders promptly of the institution, threat or assertion remain in full force and effect regardless of any Proceeding investigation made by or on behalf of which such Holder or any indemnified party and shall survive the Company is aware in connection with the transactions contemplated transfer of such securities by this Agreementsuch Holder.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LossesLOSSES"), as incurred, arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto), in the light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions arise out of or are based solely upon information regarding the Holders or such other Indemnified Party Holder furnished in writing to the Company by a such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein or to the extent that such information relates to a (x) such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus prospectus or in any amendment or supplement theretothereto or (y) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing); or (ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery to the Holder of written notice from the Company that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Company. The Company shall, notwithstanding any termination of this AgreementAgreement and notwithstanding any other remedy, indemnify indemnify, defend, protect and hold harmless the Investor, each Holderother Prospective Seller, the underwriter, if any, the stockholders, owners, officers, directors, partners, members, agents, brokers (including brokers who offer employees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees Affiliates of each of them, and each such Person who controls the Investor, Prospective Seller or any such Holder underwriter, if any, (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the stockholders, owners, officers, directors, agents partners, members, agents, employees and employees Affiliates of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"as defined herein), promptly as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus prospectus or any form of Company prospectus or in any amendment or supplement thereto or thereto, in any Company preliminary prospectus, or any free writing prospectus utilized in connection therewith, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto), or any free writing prospectus, in the light of the circumstances under which they were made, ) or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Registrable Securities are offered not misleading, except (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the extent, but only offer or sale of the Registrable Securities pursuant to the extentRegistration Statement, or (iii) any violation of this Agreement; provided, however, that the Company shall not be liable to any such untrue statements or omissions arise Indemnified Party (as defined herein) in any such case to the extent that (A) such claim arises out of or are is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such Registration Statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in conformity with written information regarding the Holders or such other Indemnified Party furnished in writing to the Company by a Holder expressly or on behalf of such Indemnified Party or its Affiliates specifically for use therein, which information was reasonably relied on or (B) such claim is related to the use by an Investor, Prospective Seller or underwriter, if any, of an outdated or defective prospectus after such party has received notice in writing from the Company for use therein or to the extent that such information relates to a Holder prospectus is outdated or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement theretodefective. The Company shall notify the Holders Investor promptly of the institution, threat or assertion of any Proceeding (as defined below) of which the Company is aware in connection with the transactions contemplated by this Agreement. As used herein, the term “Losses” means any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each Holderthe Covered Agent, the its officers, directors, employees and agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)each Person, investment advisors and employees of each of themif any, each Person who controls any such Holder (the Covered Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the , together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), and employees each affiliate of each such controlling Person, to the fullest extent permitted by applicable lawCovered Agent (within the meaning of Rule 405 under the Securities Act Regulations), from and against any and all losses, claims, damages, damages or liabilities, costs and any action or proceeding in respect thereof, to which the Covered Agent, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (includingor actions or proceedings in respect thereof) arise out of, without limitationor are based upon, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any the Prospectus or any form of other prospectus relating to the Common Shares, or in any amendment or supplement thereto or in thereto, any preliminary prospectus, or arising 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 of, or are based upon upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any the Prospectus or form of prospectus any amendment or supplement thereto)thereto or any preliminary prospectus, or any Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the extent, but only to the extent, that such untrue statements Covered Agent or omissions arise out its plan of or are based upon information regarding the Holders or such other Indemnified Party distribution furnished in writing to the Company by a Holder or on behalf of the Covered Agent expressly for use therein, which information was reasonably relied on by and the Company shall reimburse the Covered Agent, its officers, directors, employees and agents, and each Controlling Person for use therein any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to the extent that defend against any such information relates to a Holder losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by a Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreementexpenses are incurred.