Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9the terms of this Agreement, the Company will indemnify and hold harmless each Sellerand pay and reimburse, each officer seller of each Seller, each director of each Sellersuch Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or “blue sky” laws and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement Registration Statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9hereto, the Seller each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, ; provided that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement Registration Statement or prospectus, ; and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, the indemnity provided in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense which if such settlement is equal effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the proportion extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the public offering price Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunderperson asserting such loss, but not claim, damage or liability (or actions in any event to exceed respect thereof) or expense after the net proceeds received by Company has furnished the Seller from undersigned with the sale of Registrable Securities covered by such registration statementsame. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 8 if and to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, ; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advice of its counsel that there may be reasonable defenses available to it which that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Securities exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.68; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Securities offered by the registration Registration statement bears to the public offering price of all securities offered by such registration Registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Securities offered by it pursuant to such registration statement; Registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f12(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Sellerthe seller of such Registrable Securities, each officer of each Seller, each director of each Sellerand its directors and officers, each underwriter of such Registrable Securities thereunder Securities, and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, and any document incorporated therein by reference or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Sellersuch seller, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such Sellerseller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities under the Securities Act pursuant to Section 9this Agreement, the Seller each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriters or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse if the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by or on behalf of such Seller seller, specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and amendment or supplement; provided, further, however, that the liability obligations of the Seller such seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price of the net proceeds to such seller from Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementas contemplated herein. (c) Promptly Each party entitled to Indemnification under this Section 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such indemnified party shallclaim or any litigation resulting therefrom; providing, if a that counsel for the Indemnifying Party, who shall conduct the defense of such claim in respect thereof is or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and Agreement, except to the extent the indemnifying party Indemnifying Party is actually prejudiced by such omissionthe failure to give notice. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to The Indemnified Party may participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to at such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, 's expense; provided, however, thatthat the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to be reimbursed by claim or litigation without the indemnifying party as incurredprior written consent of the Indemnifying Party. (d) In order If the indemnification provided for herein is unavailable to provide for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Selleror insufficient to hold harmless an Indemnified Party hereunder, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in then each such case, the Company and the Seller will Indemnifying Party shall contribute to the aggregate amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to which they may be subject (after contribution from others) herein in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the statements, omissions, actions, or inactions which resulted in such losses, claims, damages or liabilities. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the percentage that Indemnifying Party or the public offering price of its securities offered Indemnified Party, any action or inaction by any such party, and the registration statement bears parties' relative intent, knowledge, access to the public offering price of all securities offered by information, and opportunity to correct or prevent such registration statement, providedomission, howeveraction, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no or inaction. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be made against an Indemnifying Party hereunder, such Indemnified Party shall, if a claim for contribution in respect thereto is to be made against an Indemnifying Party, give written notice to the Indemnifying Party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the Indemnifying Party shall not relieve it from any obligation to provide contribution which it may have to any Indemnified Party hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to give notice. The parties hereto agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation which does not take account of equitable considerations referred to herein. (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5, contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement. (f) If indemnification is available hereunder, the Indemnifying Parties shall indemnify each Indemnified Party to the fullest extent provided herein, without regard to the relative fault of said Indemnifying Party or Indemnified Party or any other equitable consideration provided for herein. The provisions hereof shall be in addition to any other rights to indemnification or contribution which any Indemnified Party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party, and shall survive the transfer of securities by any such party.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities Stock under the Securities Act pursuant to Section 9Sections 2 or 3, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each SellerRegistrable Stock thereunder, each underwriter of such Registrable Securities thereunder Stock thereunder, the managers, members, partners, officers, directors, agents, advisors and employees of each of them (collectively, the “Representatives”) and each other person, if any, who controls any or is alleged to control such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, settlement amounts paid, fines, costs (including, without limitation, attorneys’ fees) (individually, a “Loss” and collectively, the “Losses”), joint or several, to which the Sellersuch seller, or such underwriter or underwriter, controlling person or their respective Representatives may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was Stock were registered under the Securities Act pursuant to Section 9Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of or are based upon any violation or alleged violation of any federal, state or other law, rule or regulation relating to any action or inaction in connection therewith, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability Loss or action; , provided, however, that the Company will not be liable in to any such case indemnitee if and to the extent that any such loss, claim, damage or liability Loss arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information with respect to such indemnitee furnished by any such Seller, the underwriter or any such controlling person indemnitee in writing specifically for use in such registration statement or prospectus. The indemnification and contribution obligations of the Company contained in this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive any transfer of Registrable Stock. (b) In the event of a registration of any of the Registrable Securities Stock under the Securities Act pursuant to Section 9Sections 2 or 3, the Seller each seller of such Registrable Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilitiesLosses, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Stock was registered under the Securities Act pursuant to Section 9Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionLoss, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability Loss arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense Loss which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Stock covered by such registration statementstatement (after deduction of all underwriters’ discounts and commissions and all other expenses and damages paid by such seller in connection with the registration in question). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, underwriter or controlling person and shall survive any transfer of Registrable Stock. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, includes only money damages (as opposed to equitable relief) and does not include any statement as to the fault or culpability of such indemnified party. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.66; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the aggregate public offering price of its securities Registrable Stock offered by the registration statement bears to the aggregate public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price net proceeds received by it from the sale of all such securities Registrable Stock offered by it pursuant to such registration statementstatement (after deduction of all underwriters’ discounts and commissions and all other damages and expenses paid by such seller in connection with the registration in question); and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the The Company will indemnify and hold harmless each SellerUnderwriter, each officer of each Sellerits affiliates, each director of each Seller, each underwriter of such Registrable Securities thereunder directors and officers and each other person, if any, who controls any such Seller or underwriter Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which the Seller, or such underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the Act pursuant to Section 9Registration Statement, any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Package, the Prospectus or any free writing prospectus used by the Company other than a Permitted Free Writing Prospectus (or final prospectus contained thereinany such document, as from time to time amended, or any amendment deemed to be amended, supplemented or supplement thereofmodified), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Package, the Prospectus or any free writing prospectus used by the Company other than a Permitted Free Writing Prospectus (or any such document, as from time to time amended, or deemed to be amended, supplemented or modified), in reliance upon and in conformity with written information pertaining furnished to the Company by any Underwriter through the Representatives expressly for use therein. (b) Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, but only to the extent that such Selleruntrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Package, the Prospectus or any free writing prospectus used by the Company other than a Permitted Free Writing Prospectus (or any such document, as suchfrom time to time amended, or deemed to be amended, supplemented or modified), in reliance upon and in conformity with written information furnished in writing to the Company by such Seller specifically Underwriter through the Representatives expressly for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementtherein. (c) Promptly after receipt by an indemnified party hereunder under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunderunder such subsection, notify the indemnifying party in writing of the commencement thereof, ; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omissionsubsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in investigation. In any such action include both the action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be reasonable legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party; or (iv) the named parties in any such action (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the indemnifying party shall not, in connection with any action or related action in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers and any control persons of the Company shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the interests plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense from all liability arising out of such actionaction or claim and (ii) does not include a statement as to or an admission of fault, with the reasonable expenses and fees culpability or a failure to act, by or on behalf of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurredany indemnified party. (d) In order to provide If the indemnification provided for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it 8 is judicially determined unavailable to or insufficient to hold harmless an indemnified party under subsection (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeala) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (iib) contribution under the Securities Act may be required on the part above in respect of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate any losses, claims, damages or liabilities (or actions in respect thereof) referred to which they may be subject therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (after contribution from othersor actions in respect thereof) in such proportion so that as is appropriate to reflect the Seller is responsible only for the portion represented relative benefits received by the percentage that Company on the public one hand and the Underwriters on the other from the offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, providedNotes. If, however, thatthe allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any reasonable legal or other reasonable expenses incurred by such indemnified party in connection with any such caseaction or claim. Notwithstanding the provisions of this subsection (d), (A) the Seller will not no Underwriter shall be required to contribute any amount in excess of the public offering amount by which the total price of all such securities offered at which the Notes underwritten by it pursuant and distributed to the public were offered to the public exceeds the amount of any damages which such registration statement; and (B) no Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

Indemnification and Contribution. (a) In the event of a any registration of any Registrable Securities under the Securities Act pursuant to Section 9this Agreement, the Company will shall indemnify and hold harmless the Holder of such Registrable Securities, such Holder’s directors and officers, and each Seller, other person (including each officer of each Seller, each director of each Seller, each underwriter underwriter) who participated in the offering of such Registrable Securities thereunder and each other person, if any, who controls any such Seller Holder or underwriter such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, such Holder or any such underwriter director or officer or participating person or controlling person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement Registration Statement under which such Registrable Securities was securities were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Sellersuch Holder or such director, each such underwriter and each such officer or participating person or controlling person for any legal or any other expenses reasonably incurred by them such Holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided. Notwithstanding anything to the contrary set forth in this Section 5(a), however, that the Company will shall not be liable to indemnify any person in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (1) any actual or alleged untrue statement or omission actual or alleged omission so either (x) made in such Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any such Seller, the underwriter or any such controlling person in writing Holder specifically for use therein or so furnished for such purposes by any underwriter or (y) that had been corrected in a preliminary prospectus, prospectus supplement or amendment which had been furnished to such registration Holder prior to any distribution of the document alleged to contain the untrue statement or prospectusomission to offerees or purchasers, (2) any offer or sale of Registrable Securities after receipt by such Holder of a Standstill Notice under Section 3(g) and prior to the delivery of the prospectus supplement or amendment contemplated by Section 3(g), or (3) the Holder’s failure to comply with the prospectus delivery requirements under the Securities Act or failure to distribute its Registrable Securities in a manner consistent with its intended plan of distribution as provided to the Company and disclosed in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to indemnify any person for amounts paid in settlement of any claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Holder. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant Each Holder, by acceptance hereof, agrees to Section 9, the Seller will indemnify and hold harmless the Company, its directors and officers and each person who participated in such offering and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, Act against all any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or director any such person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained (i) information in writing provided to the Company by the Holder specifically for use in the registration statement following documents and contained, on the effective date thereof, in any Registration Statement under which such Registrable Securities securities were registered under the Securities Act pursuant to Section 9at the request of the Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, (ii) Holder’s offer or sale of Registrable Securities after receipt by such Holder of a Standstill Notice under Section 3(g) and prior to the delivery of the prospectus supplement or amendment contemplated by Section 3(g), (iii) Holder’s failure to comply with the prospectus delivery requirements under the Securities Act or failure to distribute its Registrable Securities in a manner consistent with its intended plan of distribution as provided to the Company and disclosed in the Registration Statement, (iv) Holder’s failure to comply with Regulation M under the Exchange Act, or arise out (v) Holder’s failure to comply with any rules and regulations applicable because the Holder is, or is an Affiliate of, a registered broker-dealer. Notwithstanding the provisions of this paragraph (b) or are based upon paragraph (c) below, no Holder shall be required to indemnify any person pursuant to this Section 5 or to contribute pursuant to paragraph (c) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act. (c) If the indemnification provided for in this Section 5 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required fact, has been made by, or relates to be stated therein information supplied by, such indemnifying party or necessary to make the statements therein not misleadingindemnified parties, and will reimburse the Company parties’ relative intent, knowledge, access to information and each opportunity to correct or prevent such officer action. The amount paid or director for payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of any investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded or proceeding. The parties hereto agree that there may it would not be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable if contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially 5(c) were determined (by the entry pro rata allocation or by any other method of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial allocation which does not take account of the last right of appeal) that such indemnification may not be enforced equitable considerations referred to in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity Person who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9Sections 3, 4 or 5, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Registrable Shares thereunder, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was Shares were registered under the Securities Act pursuant to Section 9Sections 3, 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that (1) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus.prospectus or (2) the prospectus relating to such registration shall have been amended or supplemented and copies, as so amended or supplemented, shall have been furnished to such seller of Registrable Securities prior to the confirmation of any sales of Registrable Securities and such seller did not, at or prior to the confirmation of the sale of Regsitrable Securities deliver such prospectus to the purchaser of such Registrable Securities if such applicable untrue statement or omission of a material fact contained in a prospectus was corrected in the prospectus so amend or supplemented.. (b) In the event of a registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9Sections 3, the Seller 4 or 5, each seller of such Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Sections 3, 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Shares covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 8 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Shares exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.68; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Shares offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder the Underwriter and each other person, if any, person who controls any such Seller or underwriter the Underwriter within the meaning of either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any registration statement under which such Registrable Securities was registered under amendment thereof, or in the Act pursuant to Section 9Basic Prospectus, any preliminary prospectus Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or final prospectus contained therein, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Seller, each such underwriter and each such controlling person indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information pertaining to such Seller, as such, furnished in writing to the Company by such Seller the Underwriter specifically for use therein (it being understood and agreed that the only such information furnished by the Underwriter consists of such information described as such in such registration statement or prospectusthe Underwriter Blood Letter). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) The Underwriter agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and providedeach person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, furtherto the same extent as the foregoing indemnity from the Company to the Underwriter, however, but only with reference to written information relating to the Underwriter furnished to the Company by the Underwriter for use in the preparation of the documents referred to in the foregoing indemnity (it being understood and agreed that the liability of the Seller hereunder shall be limited to the proportion of any only such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold information furnished by the Seller under Underwriter consists of such registration statement bears information described as such in the Underwriter Blood Letter). This indemnity agreement will be in addition to any liability which the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementUnderwriter may otherwise have. (c) Promptly after receipt by an indemnified party hereunder under this Section 7 of notice of the commencement of any actionaction (including any governmental investigation), such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party hereunderunder clause (a) or (b) of this Section 7, notify the indemnifying party in writing of the commencement thereof, ; but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to such any indemnified party other otherwise than under clause (a) or (b) of this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission7. In case any such action shall be is brought against any indemnified party party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in andtherein, and to the extent that it shall wish, jointly, with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party). In any such proceeding, after notice from any indemnified party shall have the right to obtain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party to such and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate identified firm (in addition to any identified local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriter in the case of parties to be indemnified pursuant to paragraph (a) of this Section 7 and by the Company in the case of parties to be indemnified pursuant to paragraph (b) of this Section 7. An indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from and against any loss or additional to those available to the liability by reason of such settlement or judgment. No indemnifying party or if shall, without the interests prior written consent of the indemnified party reasonably may (which consent shall not be deemed unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to conflict with the interests act by or on behalf of the indemnifying indemnified party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order To the extent the indemnification provided for in Section 7(a) or 7(b) hereof is unavailable to provide for just and equitable contribution an indemnified party or insufficient in the event respect of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities referred to which they may be subject therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (after contribution from othersi) in such proportion so that as is appropriate to reflect the Seller is responsible only for the portion represented relative benefits received by the percentage Company, on the one hand, and the Underwriter, on the other hand, from the offering of such Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriter, on the other hand, in connection with the statements or omissions that the public offering price of its securities offered resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the registration statement bears Company, on the one hand, and the Underwriter, on the other hand, in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Company bear to the public offering price total discounts and commissions received by the Underwriter in respect thereof. The relative fault of all securities offered the Company, on the one hand, and the Underwriter, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Underwriter agree that it would not be just or equitable if contribution pursuant to Section 7(d) hereof were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) hereof shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such registration statement, provided, however, that, indemnified party in connection with investigating or defending any such caseaction or claim. Notwithstanding the provisions of this Section 7, (A) the Seller will Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in Section 7(d) hereof that were offered and sold to the public offering price through the Underwriter exceeds the amount of all any damages that the Underwriter has otherwise been required to pay by reason of such securities offered by it pursuant to such registration statement; and (B) no untrue or alleged untrue statement or omission or alleged omission. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11 (f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9the terms of this Agreement, the Company will indemnify and hold harmless each Sellerand pay and reimburse, each officer seller of each Seller, each director of each Sellersuch Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities, or “blue sky” laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act, the Exchange Act, any state securities or “blue sky” laws and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9hereto, the Seller each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act Act, the Exchange Act, state securities, “blue sky” laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, ; provided that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, ; and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion net proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, the indemnity provided in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense which if such settlement is equal effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the proportion extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the public offering price registration statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such registration statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunderperson asserting such loss, but not claim, damage or liability (or actions in any event to exceed respect thereof) or expense after the net proceeds received by Company has furnished the Seller from undersigned with the sale of Registrable Securities covered by such registration statementsame. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 8 if and to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, ; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advice of its counsel that there may be reasonable defenses available to it which that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Securities exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.68; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Securities offered by the registration Registration statement bears to the public offering price of all securities offered by such registration Registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Securities offered by it pursuant to such registration statement; Registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f12(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4 or 5, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 4 or 5, the Seller each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) as is appropriate to reflect the relative fault of the Company and such holder in connection with the statements or omissions which resulted in such proportion so losses, claims, damages or liabilities, as well as the relative benefit received by the Company and such holder as a result of the offering in question, it being understood that the Seller is responsible only for the portion represented by the percentage parties acknowledge that the public offering price overriding equitable consideration to be given effect in connection with this provision is the ability of its securities offered one party or the other to correct the statement or omission which resulted in such losses, claims, damages or liabilities, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the registration statement bears to the public offering price of all securities offered by such registration statement, foregoing equitable considerations; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9the terms of this Agreement, the Company will indemnify and hold harmless each Sellerand pay and reimburse, each officer seller of each Seller, each director of each Sellersuch Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement Registration Statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9hereto each seller of such Registrable Securities thereunder, the Seller severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the registration statement Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement Registration Statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, the indemnity provided in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense which if such settlement is equal effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the proportion extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the public offering price Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunderperson asserting such loss, but not claim, damage or liability (or actions in any event to exceed respect thereof) or expense after the net proceeds received by Company has furnished the Seller from undersigned with the sale of Registrable Securities covered by such registration statementsame. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advise of its counsel that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Securities exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.66; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Securities offered by the registration statement Registration Statement bears to the public offering price of all securities offered by such registration statementRegistration Statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Securities offered by it pursuant to such registration statement; Registration Statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f12(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus; provided further, that the Company shall not be required to indemnify any person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any person to deliver a prospectus as required by the Securities Act regardless of any investigation made by or on behalf of such indemnified party and shall survive transfer of such securities by such seller. (b) In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless each other seller of Restricted Stock, the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, to which the Company, each other seller of Restricted Stock or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the SellerCompany, each such underwriter other seller of Restricted Stock and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a the registration of any Registrable Securities under the Securities Act pursuant to Section 93, the Company will indemnify and hold harmless the Holder and each Seller, each officer other seller of each Seller, each director of each Sellersuch Shares and Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was were registered under the Securities Act pursuant to Section 93, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration on behalf of the Holder of any of the Registrable Securities under the Securities Act pursuant to Section 93, the Seller Holder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were was registered under the Securities Act pursuant to Section 93, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller Holder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, the Holder furnished in writing to the Company by such Seller the Holder specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller Holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering offering, price of the Registrable Securities shares sold by the Seller Holder under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller Holder from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the the. commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the SellerHolder exercising rights under this Agreement, or any controlling person of the SellerHolder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or to the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any the Seller Holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.66; then, and in each such case, the Company and the Seller Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller Holder is responsible only for the portion represented by the percentage that the public offering price price, if any, of its securities Registrable Securities offered by the registration statement bears to the public offering price price, if any, of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller Holder will not be required ruled to contribute any amount in excess of the public offering price price, if any, of all such securities Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (e) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect to which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities Shares under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each SellerRegistrable Shares thereunder, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was Shares were registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusprospectus and, provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any registration statement the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any holder of Registrable Shares, any underwriter or any controlling person of such holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable Shares concerned, to the extent that a registration statement relating to such Registrable Shares was required to be delivered by such holder, underwriter or controlling person under the Securities Act in connection with such purchase and any such loss, claim, damage or liability results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Shares to such person, a copy of the final registration statement or prospectus if the Company had previously furnished copies thereof to such holder, underwriter or controlling person. (b) In the event of a registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Shares covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Shares exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Shares offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In The Company and the event of a registration of any Registrable Securities under the Securities Act pursuant Guarantor, jointly and severally, agree to Section 9, the Company will indemnify and hold harmless each SellerUnderwriter, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, each broker dealer affiliate of any Underwriter and each of their respective officers and directors from and against any and all losses, claims, damages or and liabilities, joint or several, to which the Seller, or such underwriter or controlling person Underwriter may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or any registration statement under which such Registrable Securities was registered amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Act Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, including the final term sheet prepared and filed pursuant to Section 96(i), any preliminary prospectus or final prospectus contained therein, the Prospectus or any amendment or supplement thereofthereto, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Seller, each such underwriter and each such controlling person Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the Company will and the Guarantor shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, including the final term sheet prepared and filed pursuant to Section 5(i), or the Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information pertaining to such Seller, as such, furnished in writing to the Company or the Guarantor by any Underwriter through the Representatives expressly for use therein. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, the Guarantor, their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities, to which the Company or the Guarantor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, including the final term sheet prepared and filed pursuant to Section 5(i), or the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or the Guarantor by such Seller specifically Underwriter through the Representatives expressly for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementtherein. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action proceeding (including any governmental investigation) shall be brought against instituted involving any person in respect of which indemnity may be sought pursuant to subsections (a) or (b) above, such person (the “indemnified party and it party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party party”) in writing and the indemnifying party, upon request of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from shall retain counsel reasonably satisfactory to the indemnifying indemnified party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available mutually agreed to it which are different from the retention of such counsel or additional (ii) the named parties to those available to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by (i) the Representatives, in the case of the parties indemnified pursuant to Section 9(a) and (ii) by the Guarantor, in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the interests plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the effect any settlement of any pending or threatened proceeding in respect of which any indemnified parties shall party is or could have the right to select one separate counsel been a party and to assume indemnity could have been sought hereunder by such legal defenses and otherwise to participate in the defense indemnified party, unless such settlement (x) includes an unconditional release of such action, with indemnified party from all liability on claims that are the reasonable expenses and fees subject matter of such separate counsel proceeding and other expenses related (y) does not include any statement as to such participation any admission of fault, culpability or failure to be reimbursed act by the indemnifying party as incurredor on behalf of any indemnified person. (d) In order To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to provide for just and equitable contribution an indemnified party or insufficient in the event respect of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities referred to which they may be subject therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (after contribution from othersi) in such proportion so that as is appropriate to reflect the Seller is responsible only for the portion represented relative benefits received by the percentage Company and the Guarantor on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantor on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the public Company and the Guarantor on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the Guarantor and the total discounts and commissions received by the Underwriters, in each case as set forth herein, bear to the aggregate offering price of its securities offered the Securities. The relative fault of the Company and the Guarantor on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the registration Company and the Guarantor on the one hand or by the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement bears or omission. The Underwriters’ respective obligations to contribute pursuant to this Section are several in proportion to the public offering price respective principal amount of all securities offered Securities they have purchased hereunder, and not joint. (e) The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in subsection (d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such registration statement, provided, however, that, indemnified party in connection with investigating or defending any such caseaction or claim. Notwithstanding the provisions of subsection (d), (A) the Seller will not no Underwriter shall be required to contribute any amount in excess of the public offering amount by which the total price of all such securities offered at which the Securities purchased by it pursuant and distributed to investors were offered to investors exceeds the amount of any damages that such registration statement; and (B) no Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Indemnification and Contribution. (ai) In the event of a any registration of any Registrable Securities of the Shares under the Securities Act pursuant to this Section 98, the Company will shall indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities ActWarner, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Warner may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement Registration Statement under which such Registrable Securities was securities were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or (2) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Seller, each such underwriter and each such controlling person Warner for any legal or any other expenses reasonably incurred by them Warner in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged untrue statement omission made in such Registration Statement, preliminary prospectus, prospectus or omission amendment or alleged omission so made supplement in reliance upon and in conformity with written information regarding Warner or his stock furnished to the Company by any such Seller, the underwriter or any such controlling person in writing Warner specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Warner, and shall survive the transfer of such registration statement or prospectussecurities by Warner. (bii) In the event of a registration of any of the Registrable Securities under the Act pursuant Warner by acceptance hereof, agrees to Section 9, the Seller will indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, Act against all any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or director any such person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement information regarding Warner or alleged untrue statement of any material fact contained his stock in writing provided to the Company by Warner specifically for use in the registration statement following documents and contained, on the effective date thereof, in any Registration Statement under which such Registrable Securities securities were registered under the Securities Act pursuant to Section 9at the request of Warner, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto. (iii) If the indemnification provided for in this Section 8 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or arise out expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or are based upon payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required fact, has been made by, or relates to be stated therein information supplied by such indemnifying party or necessary to make the statements therein not misleadingindemnified parties, and will reimburse the Company parties' relative intent, knowledge, access to information and each opportunity to correct or prevent such officer action. The amount paid or director for payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of any investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurredproceeding. (div) In order to provide for The parties hereto agree that it would not be just and equitable if contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially 8(c) were determined (by the entry pro rata allocation or by any other method of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial allocation which does not take account of the last right of appeal) that such indemnification may not be enforced equitable considerations referred to in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling immediately preceding paragraph. No person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) a. In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 2, 3 or 4, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 2, 3 or 4, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed). (b) b. In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 2, the Seller 3 or 4, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 2, 3 or 4, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited not in any event to exceed the proportion proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. It is agreed that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense action if such settlement is effected without the consent of seller hereunder (which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but consent shall not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementbe unreasonably withhold or delayed). (c) c. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 7 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 7 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 7 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests interest of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) d. In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.67; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning remaining of Section 10(f9(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9the terms of this Agreement, the Company will indemnify and hold harmless each Sellerand pay and reimburse, each officer seller of each Seller, each director of each Sellersuch Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or “blue sky” laws and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement Registration Statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9hereto, the Seller each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the registration statement Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, ; provided that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement Registration Statement or prospectus, ; and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, the indemnity provided in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense which if such settlement is equal effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the proportion extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the public offering price Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunderperson asserting such loss, but not claim, damage or liability (or actions in any event to exceed respect thereof) or expense after the net proceeds received by Company has furnished the Seller from undersigned with the sale of Registrable Securities covered by such registration statementsame. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, ; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advice of its counsel that there may be reasonable defenses available to it which that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Securities exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.66; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Securities offered by the registration statement Registration Statement bears to the public offering price of all securities offered by such registration statementRegistration Statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Securities offered by it pursuant to such registration statement; Registration Statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f12(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (ai) In the event of a any registration of any Registrable Securities of the Shares under the Securities Act pursuant to this Section 9, the Company will shall indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities ActWarner, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Warner may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement Registration Statement under which such Registrable Securities was securities were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or (2) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Seller, each such underwriter and each such controlling person Warner for any legal or any other expenses reasonably incurred by them Warner in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged untrue statement omission made in such Registration Statement, preliminary prospectus, prospectus or omission amendment or alleged omission so made supplement; in reliance upon and in conformity with written information regarding Warner or his stock furnished to the Company by any such Seller, the underwriter or any such controlling person in writing Warner specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Warner, and shall survive the transfer of such registration statement or prospectussecurities by Warner. (bii) In the event of a registration of any of the Registrable Securities under the Act pursuant Warner by acceptance hereof, agrees to Section 9, the Seller will indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, Act against all any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or director any such person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages any other statute or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.at common law,

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities Warrant Stock under the Securities Act pursuant to this Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each the Seller, each underwriter of such Registrable Securities Warrant Stock thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Warrant Stock was registered under the Securities Act pursuant to this Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are arc based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to the provider of information giving rise to any claim in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person about itself in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Warrant Stock under the Securities Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Warrant Stock was registered under the Securities Act pursuant to this Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionactions, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities Warrant Stock sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities Warrant Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, actions such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c9.4(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c9.4(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c9.4(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests interest of the indemnifying party or if the indemnifying party shall not have assumed or undertaken the defense of such action with counsel reasonably satisfactory to such indemnified party, the indemnified parties party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 9.4 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9.4 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69.4; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price net proceeds received by such Seller from the sale of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Selleras incurred each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; 9, then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (ai) In the event of a any registration of any Registrable Securities of the Shares under the Securities Act pursuant to this Section 9, the Company will shall indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities ActWarner, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Warner may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement Registration Statement under which such Registrable Securities was securities were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or (2) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Seller, each such underwriter and each such controlling person Warner for any legal or any other expenses reasonably incurred by them Warner in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged untrue statement omission made in such Registration Statement, preliminary prospectus, prospectus or omission amendment or alleged omission so made supplement in reliance upon and in conformity with written information regarding Warner or his stock furnished to the Company by any such Seller, the underwriter or any such controlling person in writing Warner specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Warner, and shall survive the transfer of such registration statement or prospectussecurities by Warner. (bii) In the event of a registration of any of the Registrable Securities under the Act pursuant Warner by acceptance hereof, agrees to Section 9, the Seller will indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, Act against all any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or director any such person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement information regarding Warner or alleged untrue statement of any material fact contained his stock in writing provided to the Company by Warner specifically for use in the registration statement following documents and contained, on the effective date thereof, in any Registration Statement under which such Registrable Securities securities were registered under the Securities Act pursuant to Section 9at the request of Warner, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto. (iii) If the indemnification provided for in this Section 9 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or arise out expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or are based upon payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required fact, has been made by, or relates to be stated therein information supplied by such indemnifying party or necessary to make the statements therein not misleadingindemnified parties, and will reimburse the Company parties' relative intent, knowledge, access to information and each opportunity to correct or prevent such officer action. The amount paid or director for payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of any investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurredproceeding. (div) In order to provide for The parties hereto agree that it would not be just and equitable if contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially 9(d) were determined (by the entry pro rata allocation or by any other method of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial allocation which does not take account of the last right of appeal) that such indemnification may not be enforced equitable considerations referred to in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling immediately preceding paragraph. No person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, person who controls any such Seller or underwriter Underwriter within the meaning of either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any registration statement under which such Registrable Securities was registered under amendment thereof, or in the Act pursuant to Section 9Basic Prospectus, any preliminary prospectus Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or final prospectus contained therein, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Seller, each such underwriter and each such controlling person indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information pertaining to such Seller, as such, furnished in writing to the Company by such Seller or on behalf of any Underwriter through the Representative or directly by any Underwriter specifically for use therein (it being understood and agreed that the only such information furnished by any Underwriter consists of such information described as such in any Underwriter Blood Letter provided by such registration statement or prospectusparties). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and providedeach person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, furtherto the same extent as the foregoing indemnity from the Company to each Underwriter, however, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative or directly by any Underwriter for use in the preparation of the documents referred to in the foregoing indemnity (it being understood and agreed that the liability only such information furnished by any Underwriter consists of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under information described as such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered Underwriter Blood Letter provided by such registration statementparties). This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party hereunder under this Section 7 of notice of the commencement of any actionaction (including any governmental investigation), such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party hereunderunder clause (a) or (b) of this Section 7, notify the indemnifying party in writing of the commencement thereof, ; but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to such any indemnified party other otherwise than under clause (a) or (b) of this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission7. In case any such action shall be is brought against any indemnified party party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in andtherein, and to the extent that it shall wish, jointly, with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party). In any such proceeding, after notice from any indemnified party shall have the right to obtain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party to such and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate identified firm (in addition to any identified local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative in the case of parties to be indemnified pursuant to paragraph (a) of this Section 7 and by the Company in the case of parties to be indemnified pursuant to paragraph (b) of this Section 7. An indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from and against any loss or additional to those available to the liability by reason of such settlement or judgment. No indemnifying party or if shall, without the interests prior written consent of the indemnified party reasonably may (which consent shall not be deemed unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to conflict with the interests act by or on behalf of the indemnifying indemnified party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order To the extent the indemnification provided for in Section 7(a) or 7(b) hereof is unavailable to provide for just and equitable contribution an indemnified party or insufficient in the event respect of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities referred to which they may be subject therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (after contribution from othersi) in such proportion so as is appropriate to reflect the relative benefits received by the Company, on the one hand, and each Underwriter, on the other hand, from the offering of such Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and each Underwriter, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and each Underwriter, on the other hand, in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by each Underwriter in respect thereof. The relative fault of the Company, on the one hand, and each Underwriter, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Underwriter’s obligation to contribute pursuant to this Section 7 shall be several in the proportion that the Seller is responsible only for principal amount of Notes the portion represented sale of which by the percentage that the public offering price of its securities offered by the registration statement such Underwriter gave rise to such losses, claims, damages or liabilities bears to the public offering price aggregate principal amount of Notes the sale of which by all securities offered Underwriters gave rise to such losses, claims, damages or liabilities, and not joint. (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to Section 7(d) hereof were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) hereof shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such registration statement, provided, however, that, indemnified party in connection with investigating or defending any such caseaction or claim. Notwithstanding the provisions of this Section 7, (A) the Seller will not no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in Section 7(d) hereof that were offered and sold to the public offering price through such Underwriter exceeds the amount of all any damages that such securities offered Underwriter has otherwise been required to pay by it pursuant to reason of such registration statement; and (B) no untrue or alleged untrue statement or omission or alleged omission. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11 (f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In connection with the event of a registration of any Registrable Securities the Shares under the Securities Act pursuant to Section 95, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each SellerStockholder, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls any such Seller Stockholder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch Stockholder, or such underwriter or controlling person may become subject under the Securities Act Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any the registration statement under which such Registrable Securities was Shares were registered under the Securities Act pursuant to Section 95, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration, and the Company will reimburse the Sellereach such Stockholder, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , as such expenses are incurred, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with based upon written information furnished by or for any such SellerStockholder, the any such underwriter or any such controlling person in writing specifically for use in such the applicable registration statement or prospectusstatement. (b) In connection with the event of a registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 95, the Seller each Stockholder will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the such registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure of such Stockholder to comply with the provisions of Section 12 herein or (ii) any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, as such expenses are incurred, provided, however, that the Seller such Stockholder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information pertaining to such Seller, as suchStockholder, furnished in writing to the Company by or for such Seller Stockholder specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such applicable registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereofthereof and the approval by the indemnified party of the counsel chosen by the indemnifying party, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party will consent to entry of judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, a Stockholder exercises rights under this Agreement and makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller Stockholder in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller Stockholders will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price relative fault of all securities offered by such registration statementthe Company, on the one hand, and the Stockholders, on the other hand; provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (e) The indemnities provided in this Section 9 shall survive the transfer of any Shares by a Stockholder.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to Section 9, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, person who controls any such Seller or underwriter Underwriter within the meaning of either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Notes as originally filed or in any registration statement under which such Registrable Securities was registered under amendment thereof, or in the Act pursuant to Section 9Basic Prospectus, any preliminary prospectus Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or final prospectus contained therein, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse the Seller, each such underwriter and each such controlling person indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information pertaining to such Seller, as such, furnished in writing to the Company by such Seller or on behalf of any Underwriter through the Representative or directly by any Underwriter specifically for use therein (it being understood and agreed that the only such information furnished by any Underwriter consists of such information described as such in any Underwriter Blood Letter provided by such registration statement or prospectusparties). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and providedeach person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, furtherto the same extent as the foregoing indemnity from the Company to each Underwriter, however, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative or directly by any Underwriter for use in the preparation of the documents referred to in the foregoing indemnity (it being understood and agreed that the liability only such information furnished by any Underwriter consists of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under information described as such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered Underwriter Blood Letter provided by such registration statementparties). This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party hereunder under this Section 7 of notice of the commencement of any actionaction (including any governmental investigation), such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party hereunderunder clause (a) or (b) of this Section 7, notify the indemnifying party in writing of the commencement thereof, ; but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to such any indemnified party other otherwise than under clause (a) or (b) of this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission7. In case any such action shall be is brought against any indemnified party party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in andtherein, and to the extent that it shall wish, jointly, with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party). In any such proceeding, after notice from any indemnified party shall have the right to obtain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party to such and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate identified firm (in addition to any identified local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative in the case of parties to be indemnified pursuant to paragraph (a) of this Section 7 and by the Company in the case of parties to be indemnified pursuant to paragraph (b) of this Section 7. An indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from and against any loss or additional to those available to the liability by reason of such settlement or judgment. No indemnifying party or if shall, without the interests prior written consent of the indemnified party reasonably may (which consent shall not be deemed unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to conflict with the interests act by or on behalf of the indemnifying indemnified party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order To the extent the indemnification provided for in Section 7(a) or 7(b) hereof is unavailable to provide for just and equitable contribution an indemnified party or insufficient in the event respect of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities referred to which they may be subject therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (after contribution from othersi) in such proportion so as is appropriate to reflect the relative benefits received by the Company, on the one hand, and each Underwriter, on the other hand, from the offering of such Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and each Underwriter, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and each Underwriter, on the other hand, in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by each Underwriter in respect thereof. The relative fault of the Company, on the one hand, and each Underwriter, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Underwriter’s obligation to contribute pursuant to this Section 7 shall be several in the proportion that the Seller is responsible only for principal amount of Notes the portion represented sale of which by the percentage that the public offering price of its securities offered by the registration statement such Underwriter gave rise to such losses, claims, damages or liabilities bears to the public offering price aggregate principal amount of Notes the sale of which by all securities offered Underwriters gave rise to such losses, claims, damages or liabilities, and not joint. (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to Section 7(d) hereof were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) hereof shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such registration statement, provided, however, that, indemnified party in connection with investigating or defending any such caseaction or claim. Notwithstanding the provisions of this Section 7, (A) the Seller will not no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in Section 7(d) hereof that were offered and sold to the public offering price through such Underwriter exceeds the amount of all any damages that such securities offered Underwriter has otherwise been required to pay by it pursuant to reason of such registration statement; and (B) no untrue or alleged untrue statement or omission or alleged omission. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11 (f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Sellerthe Investor, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any the Investor or such Seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the SellerInvestor, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the Registration Statement or the offering or distribution contemplated thereby; and the Company will reimburse the SellerInvestor, each any such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them the Investor or such underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that with respect to each of the foregoing the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any such Seller, or on behalf of the underwriter Investor or any such underwriter or controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller Investor will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and will reimburse to the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if extent (and only to the extent extent) that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue the statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining relating to such Seller, as such, the Investor furnished in writing to the Company by such Seller the Investor specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and amendment or supplement; provided, further, however, that the liability obligations of the Seller Investor hereunder in connection with the sale of Registrable Shares under a Registration Statement shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that net proceeds to the public offering price Investor of the Registrable Securities Shares sold by the Seller under in connection with such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementregistration. (c) Promptly Each Indemnified Party shall give notice to the Indemnifying Party promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have permit the Indemnifying Party to such indemnified party under this Section 9.6(c) if and to assume the extent the indemnifying party is prejudiced by such omission. In case defense of any such action shall be brought against claim or any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, litigation resulting therefrom; provided, however, thatthat counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld, conditioned or delayed); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.4 except to the extent that the Indemnifying Party is materially and adversely prejudiced by such failure. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the defendants Indemnified Party reasonably concludes that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in any such action include both proceeding; provided further that in no event shall the indemnified party and Indemnifying Party be required to pay the indemnifying party and expenses of more than one law firm per jurisdiction as counsel for the indemnified party Indemnified Party. The Indemnifying Party also shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to responsible for the indemnifying party or expenses of such defense if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and Indemnifying Party does not elect to assume such legal defenses and otherwise to participate defense. No Indemnifying Party, in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be reimbursed by the indemnifying party as incurredunreasonably withheld, conditioned or delayed. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case circumstances in which either (i) the Seller, or any controlling person of the Seller, makes a claim indemnification provided for indemnification pursuant to in this Section 9.6 2.4 is due in accordance with its terms but it for any reason is judicially determined (by held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the entry Indemnifying Party shall, in lieu of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that indemnifying such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such caseIndemnified Party, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which they such party may be subject (after contribution from others) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Company on the one hand and the Investor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Investor shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the percentage Company or the Investor and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investor agree that it would not be just and equitable if contribution pursuant to this Section 2.4(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the public offering price equitable considerations referred to above. Notwithstanding the provisions of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, thatthis Section 2.4(d), in any such caseconnection with the sale of Registrable Shares pursuant to a Registration Statement, (A) in no case shall the Seller will not Investor be required to contribute liable or responsible for any amount in excess of the public net proceeds received by the Investor from the offering price of all such securities offered by it pursuant to such registration statementRegistrable Shares; and (B) provided, however, that no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 2.4(d), notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section 2.4(d). No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The rights and obligations of the Company and the Investor under this Section 2.4 shall survive the termination of this Agreement.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer the seller of each Seller, each director of each Sellersuch Registrable Shares, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Sellersuch seller, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in -------- ------- any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such Sellerseller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse if the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining relating to such Seller, as such, seller furnished in writing to the Company by or on behalf of such Seller seller specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and amendment or supplement; provided, further, however, that the liability obligations of the Seller -------- ------- a Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale to such Stockholder of Registrable Securities covered by Shares sold in connection with such registration statementregistration. (c) Promptly Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such indemnified party shallclaim or any litigation resulting therefrom; provided, if a that counsel for the Indemnifying -------- Party, who shall conduct the defense of such claim in respect thereof is or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party -------- ------- give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and except to the extent that the indemnifying party Indemnifying Party is prejudiced adversely affected by such omissionfailure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to The Indemnified Party may participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to at such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, 's expense; provided, however, that, that the Indemnifying -------- ------- Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in -------- ------- no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and Indemnifying Party does not elect to assume such legal defenses and otherwise to participate defense. No Indemnifying Party, in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be reimbursed by the indemnifying party as incurredunreasonably withheld. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case circumstances in which either (i) the Seller, or any controlling person of the Seller, makes a claim indemnification provided for indemnification pursuant to in this Section 9.6 2.5 is due in accordance with its terms but it for any reason is judicially determined (by held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the entry Indemnifying Party shall, in lieu of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that indemnifying such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such caseIndemnified Party, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which they such party may be subject (after contribution from others) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the percentage Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.5 were determined by pro rata allocation or by any other method of allocation which does not take account of the public offering price equitable considerations referred to above. Notwithstanding the provisions of its securities offered by the registration statement bears to the public offering price this paragraph of all securities offered by such registration statement, provided, however, that, in any such caseSection 2.5, (Aa) the Seller will not in no case shall any one Stockholder be required to contribute liable or responsible for any amount in excess of the public net proceeds received by such Stockholder from the offering price of all such securities offered by it pursuant to such registration statement; Registrable Shares and (Bb) the Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person or entity guilty of fraudulent misrepresentation (within -------- ------- the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld.

Indemnification and Contribution. (a) a. In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 92 or Section 3, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 92 or Section 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. It is agreed that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed). (b) b. In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 92 or Section 3, the Seller each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 92 or Section 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited not in any event exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. It is agreed that the indemnity agreement contained in this Section 6(b) shall not apply to the proportion amounts paid in settlement of any such loss, claim, damage, liability or expense action if such settlement is effected without the consent of seller hereunder (which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but consent shall not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementbe unreasonably withhold or delayed). (c) c. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests interest of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) d. In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; 6, then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In connection with the event of a registration of any Registrable Securities the Shares under the Securities Act pursuant to Section 96, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each SellerStockholder, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch Stockholder, or such underwriter or controlling person may become subject under the Securities Act Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any the registration statement under which such Registrable Securities was Shares were registered under the Securities Act pursuant to Section 96, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration, and the Company will reimburse the Sellereach such Stockholder, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , as such expenses are incurred, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with based upon information furnished by any such SellerStockholder, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusperson. (b) In connection with the event of a registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 96, the Seller Stockholders will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the such registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure of the Stockholders to comply with the provisions of Section 13 herein or (ii) any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, as such expenses are incurred, provided, however, that the Seller Stockholders will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with based upon information pertaining to such Seller, as suchthe Stockholders, furnished by or for the Stockholders in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementwriting. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 10 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 10 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereofthereof and the approval by the indemnified party of the counsel chosen by the indemnifying party, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, a Stockholder exercises rights under this Agreement and makes a claim for indemnification pursuant to this Section 9.6 10 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 10 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller Stockholder in circumstances for which indemnification is provided under this Section 9.610; then, and in each such case, the Company and the Seller Stockholders will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price relative fault of all securities offered by such registration statementthe Company, on the one hand, and the Stockholders, on the other hand; provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (e) The indemnities provided in this Section 10 shall survive the transfer of any Shares by the Stockholder.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer the seller of each Seller, each director of each Sellersuch Registrable Shares, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Sellersuch seller, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such Sellerseller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) the preparation thereof. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse if the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by or on behalf of such Seller seller, specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and providedamendment or supplement; PROVIDED, further, howeverHOWEVER, that the liability obligations of the Seller a Stockholder hereunder shall be limited to an amount equal to the proportion proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such lossclaim or any litigation resulting therefrom; PROVIDED, claimthat counsel for the Indemnifying Party, damagewho shall conduct the defense of such claim or litigation, liability or expense which is equal to shall be approved by the proportion Indemnified Party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement failure of any action, such indemnified party shall, if a claim in respect thereof is Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and Agreement except to the extent that the indemnifying party Indemnifying Party is prejudiced adversely affected by such omissionfailure. In case The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such action counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be brought against any indemnified party and it shall notify responsible for the indemnifying party expenses of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and Indemnifying Party does not elect to assume such legal defenses and otherwise to participate defense. No Indemnifying Party, in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be reimbursed by the indemnifying party as incurred. (d) unreasonably withheld. In order to provide for just and equitable contribution in the event of joint liability under the Act in any case circumstances in which either (i) the Seller, or any controlling person of the Seller, makes a claim indemnification provided for indemnification pursuant to in this Section 9.6 6 is due in accordance with its terms but it for any reason is judicially determined (by held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the entry Indemnifying Party shall, in lieu of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that indemnifying such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such caseIndemnified Party, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which they such party may be subject (after contribution from others) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the percentage Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the public offering price equitable considerations referred to above. Notwithstanding the provisions of its securities offered by the registration statement bears to the public offering price this paragraph of all securities offered by such registration statement, provided, however, thatSection 6, in no case shall any such case, (A) the Seller will not one Stockholder be required to contribute liable or responsible for any amount in excess of the public net proceeds received by such Stockholder from the offering price of all such securities offered by it pursuant to such registration statementRegistrable Shares; and (B) PROVIDED, HOWEVER, that no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer the seller of each Seller, each director of each Sellersuch Registrable Shares, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereof, to such Registration Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Sellersuch seller, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made final prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such Sellerseller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, and will reimburse if the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining relating to such Seller, as such, seller furnished in writing to the Company by or on behalf of such Seller seller specifically for use in connection with the preparation of such registration statement Registration Statement, prospectuses, amendment or prospectus, and supplement; provided, further, however, that the liability obligations of the Seller such Investor Stockholders hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears proceeds to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale each Investor Stockholder of Registrable Securities covered by Shares sold in connection with such registration statementregistration. (c) Promptly Each party entitled to indemnification under this Section 9.5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such indemnified party shallclaim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, if a who shall conduct the defense of such claim in respect thereof is or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided further that the failure of any Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it 9.5. The Indemnified Party may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to at such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, ’s expense; provided, however, thatthat the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of each other expenses related to such participation to be reimbursed by the indemnifying party as incurredIndemnified Party. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Shares exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9.5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9.5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling Investor Stockholder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69.5; then, and in then each such case, the Company and the Seller will Indemnifying Party shall contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages liabilities, or liabilities to which they may be subject expenses (after contribution from othersor actions in respect thereof) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Indemnifying Party and the Indemnified Party as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the percentage that the public offering price untrue or alleged untrue statement of its securities offered by the registration statement bears a material fact or omission or alleged omission to the public offering price of all securities offered state a material fact relates to information supplied by such registration statementIndemnifying Party or Indemnified Party, providedand the parties’ relative knowledge, howeveraccess to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.5(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.5(d). The amount paid or payable by an Indemnified Party as result of the losses, thatclaims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or, except as provided in Section 9.5(c), defending any such caseaction or claim. Notwithstanding the provisions of this Section 9.5(d), (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price proceeds to it of all such securities offered Registrable Shares sold by it pursuant to such registration statement; Registration Statement, and (B) no person or entity guilty of fraudulent misrepresentation (misrepresentation, within the meaning of Section 10(f11(f) of the Securities Act) will , shall be entitled to contribution from any person or entity who was is not guilty of such fraudulent misrepresentationmisrepresentations.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, Indemnification by the Company will - Registrable Securities. The Company agrees to indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder selling Holder and each other personPerson, if any, who controls any such Seller or underwriter each selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, Affiliates, employees and agents of each of the foregoing, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claimsjudgments, damages or and liabilities (or actions in respect thereofincluding reasonable fees, disbursements and other charges of counsel) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under Registration Statement (as amended or supplemented if the Act pursuant to Section 9, Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or final prospectus Prospectus contained therein, therein or any amendment or supplement thereof, or arise arising out of or are based upon the any omission or alleged omission to state therein in any such Registration Statement or Prospectus a material fact required to be stated therein or necessary to make the statements therein (as to a preliminary or final prospectus), in light of the circumstances under which they were made, not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred failure by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to fulfill any undertaking in any such case if and to the extent that any such lossRegistration Statement, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, except insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining relating to such SellerHolder or the plan of distribution of Registrable Securities to be sold by such Holder, as such, in each case furnished in writing to the Company by such Seller specifically Holder expressly for use in such registration statement or prospectus, and provided, further, however, therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of a selling Holder with respect to any loss, claim, damage or liability relating to a purchaser if a copy of the Seller hereunder shall be limited final prospectus was furnished to such selling Holder and was not provided to such purchaser and such final prospectus would have cured the proportion of any defect giving rise to such loss, claim, damage, liability damage or expense which is equal liability. The Company agrees to reimburse the proportion that the public offering price Purchasers for reasonable fees and expenses incurred investigating claims subject to indemnification under this Section 5(a). The Company also agrees to indemnify any Underwriters of the Registrable Securities sold by Securities, their officers and directors and each person who controls such Underwriters on substantially the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice same basis as that of the commencement indemnification of any action, such indemnified party shall, if a claim the selling Holders provided in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred5(a). (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the Company 12.1 The Corporation will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller or underwriter within the meaning of the Securities ActAgents and their respective subsidiaries, against any lossesdirectors, claimsofficers, damages or liabilitiesemployees and agents, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Companyaffiliates, and each person, if any, who controls any of the Company Agents within the meaning of the Securities ActAct and the Exchange Act (the "Indemnified Parties") against all losses (excluding lost profit), claims, liabilities and expenses (including, without limitation, reasonable expenses of investigation and defending any claims or litigation as the same are incurred), upon the terms of the indemnity attached as Schedule 2, whether or not the transactions herein contemplated shall be completed. 12.2 Moreover, the Corporation will indemnify and hold harmless each of the Agents against any documentary, stamp or similar issue tax, including any interest and penalties, on the issue and sale of the Placement Shares sold by it hereunder and on the execution and delivery of this Agreement. All payments to be made by the Corporation hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Corporation is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Corporation shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. 12.3 Each of the Agents severally and not jointly agrees to indemnify and hold harmless the Corporation, each officer of the Company its directors, each of its officers who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or severalCanadian Prospectus Supplements and/or Registration Statement, to which the Company same extent as the foregoing indemnity and the indemnity attached as Schedule 2 from the Corporation to each Agent, but only with reference to statements relating solely to any Agent or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained Agents in the registration statement under Agreement, Registration Statement, Prospectuses and Disclosure Package which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, have been furnished in writing to the Company Corporation by such Seller or on behalf of any Agent or Agents specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shallinclusion, if a claim any, or any amendments thereto or supplements. This indemnity will be in respect thereof is addition to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it any Underwriter may have to such indemnified party other than under this Section 9.6(c) and shall otherwise have. The Corporation acknowledges that the names of the Agents set forth on the cover of the Prospectus Supplements constitutes the only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and information furnished in writing to the extent the indemnifying party is prejudiced Corporation by such omission. In case or on behalf of any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) Agent or Agents specifically for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate inclusion in the defense of such actionAgreement, with the reasonable expenses Registration Statement, Prospectuses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the SellerDisclosure Package, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment amendments thereto or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentationsupplements.

Indemnification and Contribution. (a) In the event of a any registration of any Registrable Securities under the Securities Act pursuant to this Section 9, 5: (i) the Company will shall indemnify and hold harmless each Sellerthe holder of such Registrable Securities, each officer of each Seller, each director of each Sellersuch holder’s directors and officers, each underwriter who participated in the offering of such Registrable Securities thereunder and each other personPerson, if any, who controls any such Seller holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch holder, such director or such officer or underwriter or controlling person Person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on (a) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement under which such Registrable Securities was securities were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or (b) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Sellersuch holder or such director, each such officer, underwriter and each such or controlling person Person for any legal or any other expenses reasonably incurred by them such holder or such director, officer, underwriter or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that but the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an on (i) any alleged untrue statement or alleged untrue statement omission made in such registration statement, preliminary prospectus, prospectus or omission amendment or alleged omission so made supplement in reliance on and in conformity with written information furnished to the Company by any such Sellerholder, the director, officer, underwriter or any such controlling person in writing Person, as the case may be, specifically for use in such therein or (ii) a failure by the indemnified party to deliver a copy of the registration statement or prospectus.prospectus or an amendment or supplement thereto after the Company has furnished the indemnified party with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or such director, officer, underwriter or controlling Person, and shall survive the transfer of such securities by such holder; (bii) In the event of a registration Each holder of any of the Registrable Securities under the Act pursuant Securities, by acceptance thereof, agrees to Section 9, the Seller will indemnify and hold harmless the Company, its directors and officers and each personother Person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, Act against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, any such director or such officer or director any such Person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on information in writing provided to the Company by such holder of such Registrable Securities contained, on the effective date thereof, in any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities securities were registered under the Securities Act pursuant to Section 9at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each thereto; but such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder holder’s indemnification obligations under this subsection 5D(ii) shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds actually received by the Seller holder from the sale of Registrable Securities covered by such the applicable registration statement.; (ciii) Promptly after receipt by If the indemnification provided for in this Section 5 from the indemnifying party is unavailable to an indemnified party hereunder of notice of the commencement in respect of any actionlosses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party shallas a result of such losses, if a claim claims, damages, liabilities or expenses in respect thereof such proportion as is appropriate to be made against reflect the relative fault of the indemnifying party hereunderand indemnified parties in connection with the actions that resulted in such losses, notify the claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in writing thereofquestion, but the including any untrue or alleged untrue statement of a material fact or omission so or alleged omission to notify the state a material fact, has been made by, or relates to information supplied by, such indemnifying party shall not relieve it from any liability which it may have or indemnified parties, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified action. The amount paid or payable by a party under this Section 9.6(c) if 5 as a result of the losses, claims, damages, liabilities and expenses referred to the extent the indemnifying party is prejudiced by such omission. In case any such action above shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled deemed to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for include any legal or other fees or expenses subsequently reasonably incurred by such indemnified party in connection with the defense thereof other than reasonable costs of any investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded or proceeding. The parties hereto agree that there may it would not be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable if contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially subsection 5D(iii) were determined (by the entry pro rata allocation or by any other method of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial allocation that does not take account of the last right of appeal) that such indemnification may not be enforced equitable considerations referred to in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity Person who was not guilty of such fraudulent misrepresentation. (iv) If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against any holder or any Person controlling a holder in respect of which indemnity may be sought from the Company, such holder or controlling Person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel satisfactory to a majority of the holders to be indemnified and the payment of all reasonable expenses in relation thereto. All such holders or such controlling Persons shall have the right to employ, at their own expense, one counsel plus additional local counsel in any such action and to participate in the defense thereof; provided that if in the reasonable judgment of such holders or such controlling Persons, a conflict of interest exists and it is therefore advisable for such holders or controlling Persons to be jointly represented by separate counsel, then the Company shall pay the reasonable fees and expenses of one such separate counsel, and local counsel, as appropriate, for all such holders and controlling Persons. The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless each holder and any such controlling Person from and against any loss or liability by reason of such settlement or judgment; and (v) Indemnification similar to that specified in subsections (i) and (ii) of this Section 5D shall be given by the Company and each holder (with such modifications as shall be appropriate) with respect to any required registration, or other qualification of the Registrable Securities under any Federal or state law or regulation of any governmental authority other than the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Securities exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Registrable Securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each SellerSelling Stockholder, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch Selling Stockholder, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus Prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and the Company will reimburse the Sellersuch Selling Stockholder, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such SellerSelling Stockholder, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse if the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining relating to such Seller, as such, Selling Stockholder furnished in writing to the Company by or on behalf of such Seller Selling Stockholder specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and amendment or supplement; provided, further, however, that the liability obligations of the Seller a Selling Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price net proceeds to such Selling Stockholder of the Registrable Securities Shares sold by the Seller under in connection with such registration statement bears to the total public offering price (except in case of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered fraud by such registration statementSelling Stockholder). (c) Promptly Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such indemnified party shallclaim or any litigation resulting therefrom; provided, if a that counsel for the Indemnifying Party, who shall conduct the defense of such claim in respect thereof is or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and except to the extent that the indemnifying party Indemnifying Party is prejudiced adversely affected by such omissionfailure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to The Indemnified Party may participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to at such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, 's expense; provided, however, that, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and Indemnifying Party does not elect to assume such legal defenses and otherwise to participate defense. No Indemnifying Party, in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be reimbursed by the indemnifying party as incurredunreasonably withheld. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case circumstances in which either (i) the Seller, or any controlling person of the Seller, makes a claim indemnification provided for indemnification pursuant to in this Section 9.6 5 is due in accordance with its terms but it for any reason is judicially determined (by held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the entry Indemnifying Party shall, in lieu of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that indemnifying such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such caseIndemnified Party, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which they such party may be subject (after contribution from others) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Company on the one hand and the Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the percentage Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the public offering price equitable considerations referred to above. Notwithstanding the provisions of its securities offered by the registration statement bears to the public offering price this paragraph of all securities offered by such registration statement, provided, however, that, in any such caseSection 5, (Aa) the Seller will not in no case shall any one Stockholder be required to contribute liable or responsible for any amount in excess of the public net proceeds received by such Stockholder from the offering price of all Registrable Shares except in case of fraud by such securities offered by it pursuant to such registration statement; Stockholder and (Bb) the Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Section 9Act, the Company will indemnify and hold harmless each Seller, holder of Registrable Securities included in such registration and each officer of each Seller, each director of each Sellerits directors and officers, each underwriter of such Registrable Securities thereunder and each of its directors and officers, and each other personperson and each of its directors and officers, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act"), or otherwise, against any losses, claims, damages or liabilitiesliabilities (or actions in respect thereof), joint or several, to which such seller, underwriter or controlling person (or their respective directors and officers) may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (and each of its directors and officers or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the registration statement, or any amendment or supplement to such registration statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person (and their respective directors and officers) for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person (and their respective directors and officers) in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the Company will not have any liability (and shall not be required to provide such indemnity and hold harmless obligation) to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such registration statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such holder of Registrable Securities or underwriter specifically for use in preparation thereof. (b) In the event of any registration of any of the Registrable Securities under the Securities Act, each holder of Registrable Securities included in such registration, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each of its directors and officers and each person and each of its directors and officers, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which the SellerCompany, or such directors and officers, underwriter or controlling person (or their respective directors and officers) may become subject under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the registration statement, or any amendment or supplement thereofto the registration statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse if the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by or on behalf of such Seller holder, specifically for use in connection with the preparation of such registration statement statement, prospectus, amendment or prospectussupplement; provided the liability of each holder of Registrable Securities pursuant to this Section 8.6(b) shall be limited to the proceeds actually received by such holder from the disposition of the Registrable Securities disposed of by such holder pursuant to such registration. (c) Each party entitled to indemnification under this Section 8.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld, delayed or conditioned), and the Indemnified Party may participate in such defense at such party's expense, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion failure of any such loss, claim, damage, liability or expense which is equal Indemnified Party to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of give notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if 8.6 (except and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party rights of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after Indemnifying Party are materially prejudiced thereby). After notice from the indemnifying party Indemnifying Party to such indemnified party the Indemnified Party of its election so to assume and undertake the defense thereofof such claim or litigation, the indemnifying party shall Indemnifying Party will not be liable to such indemnified party under this Section 9.6(c) Indemnified Party for any legal or other expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof other than reasonable costs of investigation so long as and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if extent the interests of Indemnifying Party continues to defend the indemnified party reasonably may be deemed to conflict with Indemnified Party, unless the interests of the indemnifying partyIndemnifying Party, the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of any such actionclaim or litigation shall, except with the reasonable expenses and fees consent of such separate counsel and other expenses related each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such participation Indemnified Party of a release from all liability in respect to be reimbursed by the indemnifying party as incurredsuch claim or litigation. (d) In order To the extent the Company after the date hereof shall agree to provide for just and equitable contribution in any written agreement entered into with the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person stockholders of the SellerCompany if the indemnification obligations are otherwise unavailable, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, then the Company and the Seller will contribute shall provide such similar rights to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) Warrantholders in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentationtheir shares.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9Sections 4, 5 or 6, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, howeverPROVIDED, HOWEVER, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9Sections 4, the Seller 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, providedPROVIDED, howeverHOWEVER, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Restricted Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, providedPROVIDED, howeverHOWEVER, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.69; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, providedand the Company is responsible for the remaining portion; PROVIDED, howeverHOWEVER, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price of all such securities Restricted Stock offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to Section 9, the Company Transferor will indemnify and hold harmless each Seller, each officer of each Seller, each director of each Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, Person who controls any such Seller or underwriter Underwriter within the meaning of the Securities Act, Act against any losses, claims, damages or liabilities, joint or several, to which the Seller, Underwriters or such underwriter or controlling person any of them may become subject under the Securities Act or otherwisesubject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities under the Act pursuant to Section 9, the Seller will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under Registration Statement, the Securities Act pursuant to Section 9, any preliminary prospectus or final prospectus contained therein, Prospectus or any amendment or supplement thereofthereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company each Underwriter and each such officer or director Person who controls any Underwriter within the meaning of the Securities Act for any actual legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action, action as such expenses are incurred; provided, however, that the Seller Transferor will not be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Transferor by any Underwriter specifically for use therein. (b) Each Underwriter, severally, agrees to indemnify and hold harmless Transferor against any losses, claims, damages or liabilities to which Transferor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining furnished to such Seller, as such, furnished in writing to the Company Transferor by such Seller Underwriter specifically for use in such registration statement or prospectustherein, and provided, further, however, that the liability of the Seller hereunder shall be limited to the proportion of will reimburse any actual legal or other expenses reasonably incurred by Transferor in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under action as such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementexpenses are incurred. (c) Promptly after receipt by an indemnified party hereunder under this Section of notice of the commencement of any actionaction or the assertion by a third party of a claim, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party hereunderunder subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof, ; but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to such any indemnified party other than under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if except and to the extent the of any prejudice to such indemnifying party is prejudiced by arising from such omissionfailure to provide such notice. In case any such action shall be is brought against any indemnified party and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in therein and, to the extent that it shall may wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall will not be liable to such indemnified party under this Section 9.6(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the investigation. No indemnifying party and shall, without the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests prior written consent of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the indemnified parties shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense subject matter of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide If the indemnification provided for just and equitable contribution in the event of joint liability under the Act in any case in which either (i) the Seller, or any controlling person of the Seller, makes a claim for indemnification pursuant to this Section 9.6 but it is judicially determined unavailable or insufficient to hold harmless an indemnified party under subsection (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeala) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such case, or (iib) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; thenabove, and in then each such case, the Company and the Seller will indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to which they may be subject in subsection (after contribution from othersa) or (b) above (i) in such proportion so that as is appropriate to reflect the Seller relative benefits received by Transferor on the one hand and the Underwriters on the other from the offering of the Class B Certificates or (ii) if the allocation provided by clause (i) above is responsible not permitted by applicable law, in such proportion as is appropriate to reflect not only for the portion represented relative benefits referred to in clause (i) above but also the relative fault of Transferor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by Transferor on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Class B Certificates (before deducting expenses) received by Transferor bear to the total underwriting discounts and commissions received by the percentage that Underwriters. The relative fault shall be determined by reference to, among other things, whether the public offering price untrue or alleged untrue statement of its securities offered a material fact or the omission or alleged omission to state a material fact relates to information supplied by Transferor or the registration Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement bears or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the public offering price first sentence of all securities offered this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such registration statementindemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), provided, however, that, in any such case, (A) the Seller will not no Underwriter shall be required to contribute any amount in excess of the public offering price of all underwriting discount applicable to the Class B Certificates purchased by such securities offered by it pursuant to such registration statement; and (B) no person or entity Underwriter hereunder. No Person guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity Person who was not guilty of such fraudulent misrepresentation. (e) The obligations of Transferor under this Section shall be in addition to any liability that Transferor may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of Transferor, to each officer of Transferor who signed the Registration Statement and to each Person, if any, who controls Transferor within the meaning of the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to Section 9hereto, the Company will and hereby does indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls any such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the Securities Act pursuant to Section 9hereto, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, howeverPROVIDED, HOWEVER, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, the any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Securities Restricted Stock under the Securities Act pursuant to Section 9hereto, the Seller each seller of such Restricted Stock thereunder severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each other seller of Restricted Stock, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, other seller, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Restricted Stock was registered under the Securities Act pursuant to Section 9hereto, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not no misleading, and will reimburse the Company and each such officer or director officer, director, other seller, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, providedPROVIDED, howeverHOWEVER, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, PROVIDED FURTHER that the liability of the Seller each seller hereunder shall be limited not apply to the proportion of any amounts paid in settlement without such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale of Registrable Securities covered by such registration statementseller's prior written consent. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 10 and shall only relieve relive it from any liability which it may have to such indemnified party under this Section 9.6(c) 10 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, providedPROVIDED, howeverHOWEVER, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany Holder of Restricted Stock exercising rights under this Agreement, or any controlling person of the Sellerany such Holder, makes a claim for indemnification pursuant to this Section 9.6 10 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 10 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling Holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.610; then, and in each such case, the Company and the Seller such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such Holder is responsible only for the portion represented by the percentage that the public offering price of its securities Restricted Stock offered by the registration statement bears to the public offering price of all securities offered by such registration statement, providedand the Company is responsible for the remaining portion; PROVIDED, howeverHOWEVER, that, in any such case, (A) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. (f) The obligations of the Company and Holders under this Section 10 shall survive the completion of any offering of Restricted Stock in a registration statement under Section 4, 5 or 13 of this Agreement, and otherwise.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Company will indemnify and hold harmless each Seller, each officer of each Seller, each director of each SellerSelling Stockholder, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls any such Seller Selling Stockholder or underwriter within the meaning of the Securities Act, Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch Selling Stockholder, or such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the Act pursuant to Section 9Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the Registration Statement or the offering contemplated thereby; and the Company will reimburse the Sellersuch Selling Stockholder, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such SellerSelling Stockholder, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof. (b) In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to Section 9this Agreement, the Seller each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such officer or director controlling person may become subject under the Securities Act Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to Section 9Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and will reimburse to the Company and each such officer or director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if extent (and only to the extent extent) that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue the statement or omission or alleged omission was made in reliance upon and in conformity with information pertaining relating to such Seller, as such, Selling Stockholder furnished in writing to the Company by such Seller Selling Stockholder specifically for use in connection with the preparation of such registration statement or Registration Statement, prospectus, and amendment or supplement; provided, further, however, that the liability obligations of the Seller a Selling Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price of the Registrable Securities sold by the Seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller from the sale to such Selling Stockholder of Registrable Securities covered by Shares sold in connection with such registration statementregistration. (c) Promptly Each Indemnified Party shall give notice to the Indemnifying Party promptly after receipt by an indemnified party hereunder of notice of the commencement such Indemnified Party has actual knowledge of any actionclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such indemnified party shallclaim or any litigation resulting therefrom; provided, if a that counsel for the Indemnifying Party, who shall conduct the defense of such claim in respect thereof is or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld, conditioned or delayed); and, provided, further, that the failure of any Indemnified Party to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party give notice as provided herein shall not relieve it from any liability which it may have to such indemnified party other than the Indemnifying Party of its obligations under this Section 9.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) if and 2.5 except to the extent that the indemnifying party Indemnifying Party is prejudiced adversely affected by such omissionfailure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to The Indemnified Party may participate in and, to the extent it shall wish, to assume and undertake the such defense thereof with counsel satisfactory to at such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, 's expense; provided, however, that, that the Indemnifying Party shall pay such expense if the defendants Indemnified Party reasonably concludes that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in any such action include both proceeding; provided further that in no event shall the indemnified party and Indemnifying Party be required to pay the indemnifying party and expenses of more than one counsel per jurisdiction for the indemnified party Indemnified Party. The Indemnifying Party also shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to responsible for the indemnifying party or expenses of such defense if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties shall have the right to select one separate counsel and Indemnifying Party does not elect to assume such legal defenses and otherwise to participate defense. No Indemnifying Party, in the defense of any such actionclaim or litigation, shall, except with the reasonable expenses and fees consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such separate counsel claim or litigation, and other expenses related no Indemnified Party shall consent to entry of any judgment or settle such participation to claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be reimbursed by the indemnifying party as incurredunreasonably withheld, conditioned or delayed. (d) In order to provide for just and equitable contribution in the event of joint liability under the Act in any case circumstances in which either (i) the Seller, or any controlling person of the Seller, makes a claim indemnification provided for indemnification pursuant to in this Section 9.6 2.5 is due in accordance with its terms but it for any reason is judicially determined (by held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the entry Indemnifying Party shall, in lieu of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that indemnifying such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 provides for indemnification in such caseIndemnified Party, or (ii) contribution under the Securities Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.6; then, and in each such case, the Company and the Seller will contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which they such party may be subject (after contribution from others) in such proportion so that as is appropriate to reflect the Seller is responsible only for relative fault of the portion represented Company, on the one hand, and the Selling Stockholders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the percentage Company or the Selling Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the public offering price equitable considerations referred to above. Notwithstanding the provisions of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such casethis Section 2.5(d), (Ai) the Seller will not in no case shall any one Selling Stockholder be required to contribute liable or responsible for any amount in excess of the public net proceeds received by such Selling Stockholder from the offering price of all such securities offered by it pursuant to such registration statement; Registrable Shares or Questar Registrable Shares, as applicable and (Bii) the Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 2.5(d), notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section 2.5(d). No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The rights and obligations of the Company and the Selling Stockholders under this Section 2.5 shall survive the termination of this Agreement.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities Stock under the Securities Act pursuant to Section 9Sections 2 or 3, the Company will indemnify and hold harmless each Seller, each officer seller of each Seller, each director of each SellerRegistrable Stock thereunder, each underwriter of such Registrable Securities Stock thereunder and each other person, if any, who controls any or is alleged to control such Seller seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was Stock were registered under the Securities Act pursuant to Section 9Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of or are based upon any violation or alleged violation of any federal, state or other law, rule or regulation relating to any action or inaction in connection therewith, and will reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company will not be liable in to any such case indemnitee if and to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information with respect to such indemnitee furnished by any such Seller, the underwriter or any such controlling person indemnitee in writing specifically for use in such registration statement or prospectus. The indemnities of the Company contained in this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive any transfer of Registrable Stock. (b) In the event of a registration of any of the Registrable Securities Stock under the Securities Act pursuant to Section 9Sections 2 or 3, the Seller each seller of such Registrable Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement and statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer officer, director, underwriter or director controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were Stock was registered under the Securities Act pursuant to Section 9Sections 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer or director officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Sellerseller, as such, furnished in writing to the Company by such Seller seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities shares sold by the Seller such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Seller such seller from the sale of Registrable Securities Stock covered by such registration statementstatement (after deduction of all underwriters’ discounts and commissions and all other expenses and damages paid by such seller in connection with the registration in question). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, underwriter or controlling person and shall survive any transfer of Registrable Stock. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9.6(c) 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9.6(c) 6 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9.6(c) 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties party shall have the right to select one a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, includes only money damages (as opposed to equitable relief) and does not include any statement as to the fault or culpability of such indemnified party. (d) In order to provide for just and equitable contribution in the event of to joint liability under the Securities Act in any case in which either (i) the Sellerany holder of Registrable Stock exercising rights under this Agreement, or any controlling person of the Sellerany such holder, makes a claim for indemnification pursuant to this Section 9.6 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.6 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Seller any such selling holder or any such controlling person of the Seller in circumstances for which indemnification is provided under this Section 9.66; then, and in each such case, the Company and the Seller such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller such holder is responsible only for the portion represented by the percentage that the aggregate public offering price of its securities Registrable Stock offered by the registration statement bears to the aggregate public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) the Seller no such holder will not be required to contribute any amount in excess of the public offering price net proceeds received by it from the sale of all such securities Registrable Stock offered by it pursuant to such registration statementstatement (after deduction of all underwriters’ discounts and commissions and all other damages and expenses paid by such seller in connection with the registration in question); and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.