Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of Stockholders and its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other PersonPersons, if any, who acts on behalf of and each underwriter and its Controlling Persons, if any, in any offering or controls any such Holder or Controlling Person (each sale of the foregoingRegistrable Securities, a “Covered Person”) including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, liabilities and expenses, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of, relate to, are in the sameconnection with, (ii) or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in light of the same circumstances in which they were made, not misleading or (iii) any violation or alleged violation by misleading, and the Company of the Securities Act shall, and it hereby agrees to, reimburse periodically any such Stockholder or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by such Covered Person it in connection with investigating, investigating or defending or settling any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to any such Person in any such case to the extent that any losssuch Claims arise out of, claimrelate to, actionare in connection with, damage, liability or expense arises out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary or final prospectus, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same thereto, in reliance upon, and in conformity with, written upon information prepared and furnished to the Company by any Stockholder, any underwriter or any Representative of such Covered Person Stockholder, expressly for use in therein, or by such Registration StatementStockholder’s failure to furnish the Company, Prospectusupon request, preliminary Prospectus with the information with respect to such Stockholder, or free writing prospectus. This indemnity shall be in addition to any liability underwriter or Representative of such Stockholder, or such Stockholder’s intended method of distribution, that is the Company may otherwise havesubject of the untrue statement or omission. (b) In connection with any registration in which a Holder Each of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder Stockholders shall, to the fullest extent permitted by lawand hereby agrees to, (i) indemnify and hold harmless the Company, its directors and directors, officers, employeesemployees and Controlling Persons, agents if any, and each underwriter, its partners, officers, directors, employees and Controlling Persons, if any, in any Person who is offering or might be deemed to be a Controlling Person sale of Registrable Securities by it against any losses, claims, actions, damages, liabilities and expenses, joint or several, Claims to which they or any of them each such indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment of or supplement to the same thereto, or (ii) any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the each case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder Stockholder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall and (ii) reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Company for any actual out-of-pocket legal or other out-of-pocket expenses reasonably incurred by them the Company in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveClaim. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to Each of the indemnifying party of Stockholders and the Company agree that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 5.9(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 5.9(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 5.9(c) is not permitted by applicable Law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 5.9(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d5.9(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 5.10) actually received any actual out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable Securitiesharmless, any Person who is or might be deemed cause to be a “controlling person” of the Company or any of indemnified and held harmless, each Amneal Group Member and its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, members, employees, agents, Affiliates employees and shareholders, and each other Personcontrolling Persons, if any, who acts on behalf of in any offering or controls any such Holder or Controlling Person (each sale of the foregoingRegistrable Shares, a “Covered Person”) against any losses, claims, actionsdamages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, damages, liabilities and expenses, joint or several“Claims”), to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference in the sametherein, (ii) or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in light of the same circumstances in which they were made, not misleading or (iii) any violation or alleged violation by misleading, and the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under shall, and it hereby agrees to, reimburse, upon request, each such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by such Covered Person them in connection with investigating, investigating or defending or settling any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (ib) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings 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 Statementany registration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or supplement to the same or (ii) are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butand each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in the each case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, written information prepared and with the Required Amneal Group Member Information furnished to the Company in writing by such Holder the Amneal Group Member or its Representative expressly for use in such Registration Statementtherein that is the subject of the untrue statement or omission; provided, Prospectushowever, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse that the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) liability of each Amneal Group Member hereunder shall be individual and several, not joint and several, for each participating Holder and shall be proportional limited to and shall not exceed an amount equal to the dollar amount of the net proceeds (after deducting Selling Expenses) actually received by such Holder in Amneal Group Member from the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing Shares sold by such Holders, the only information furnished Amneal Group Member pursuant to such registration statement or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveprospectus. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to Amneal Group and the indemnifying party of Company agree that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 5.8(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 5.8(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 5.8(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d5.8(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 5.9) actually received any legal or other fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct). (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, (i) indemnify and hold harmless the Shareholder (but not, for the avoidance of doubt, any Shareholder Designee), the Shareholder Parent and each Holder underwriter in any offering or sale of Registrable SecuritiesShares, any Person who is or might be deemed to be a “controlling person” of the Company or any of and its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), and their respective direct Representatives and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Personcontrolling Persons, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) from and against any and all losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, liabilities and expenses, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement to thereto, or any document incorporated by reference in the sametherein, (ii) or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the same not misleading case of any preliminary or final Prospectus (iii) including any violation or alleged violation by the Company Free Writing Prospectus incorporated into such Registration Statement, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such Covered Person indemnified party in connection with investigating, investigating or defending or settling any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to any such indemnified party in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement. (b) The Shareholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company and each underwriter in any offering or sale of Registrable Shares, and its and their respective Representatives and controlling Persons, if any, from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or supplement to the same or (ii) are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in light of clauses (i) the circumstances in which they were made), not misleading; and (ii)) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omissionomission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder, is expressly for use therein, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement; provided, Prospectushowever, preliminary Prospectus, free writing prospectus or any amendment or supplement to that the same in reliance upon, and in conformity with, written information prepared and furnished to liability of the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) Shareholder hereunder shall be individual and several, not joint and several, for each participating Holder and shall be proportional limited to and shall not exceed an amount equal to the dollar amount of the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities Shareholder from Shareholder Shares sold by the Shareholder pursuant to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveProspectus. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to The Shareholder and the indemnifying party of Company agree that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 6.6(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 6.6(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 6.6(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 6.6(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d6.6(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 6.7) actually received any legal or other fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, the Shareholder shall not be liable to contribute any amount in excess of the dollar amount of the net proceeds received by the Shareholder from Shareholder Shares sold by the Shareholder pursuant to such Registration Statement or Prospectus. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company shallunder the Securities Act, to the fullest extent permitted by lawCompany will, and hereby does, indemnify and hold harmless each Holder in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable SecuritiesSecurities covered by such registration statement, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct directors and indirect general and limited partners, advisory board members, directors, officers, trusteeseach officer and director of each underwriter, managers, members, employees, agents, Affiliates and shareholders, each other person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who acts on behalf of controls such holder or controls any such Holder or Controlling Person (each underwriter within the meaning of the foregoing, a “Covered Person”) Securities Act against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person holder or any such director or officer or participating or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or any successor rule to Rule 405) summary prospectus included therein, or any amendment or supplement to thereto, or any document incorporated by reference in the sametherein, or (iiy) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iiiz) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to laws, and the Company will reimburse such holder and relating to any action or inaction required of the Company in connection with any registration of securities. In additioneach such director, the Company shall reimburse each Covered Person officer, participating person and controlling person for any legal or any other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actionliability, damage action or liability. Notwithstanding the previous sentenceproceeding; PROVIDED, HOWEVER, that the Company shall not be so liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or incorporated on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by reference such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such Registration Statementsecurities and their underwriters, Prospectusto indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary Prospectusprospectus, free writing final prospectus or summary prospectus included therein, or any amendment or supplement to thereto, but only if such statement or any document incorporated by reference in the same omission was made in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company through an instrument duly executed by such Covered Person expressly sellers or their underwriters specifically stating that it is for use in the preparation of such Registration Statement, Prospectusregistration statement, preliminary Prospectus prospectus, final prospectus, summary prospectus, amendment or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participatingsupplement, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon PROVIDED THAT (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify provide indemnification pursuant to this Section 11(b6(b) shall be individual and several, and not joint and several, for among such sellers and (ii) the liability of each participating Holder and seller hereunder shall be proportional to and shall not exceed an amount equal limited to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement proportion of any such loss, claim, damage, liabilityliability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, action but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or proceeding if on behalf of the Company or any such settlement is effected without director, officer or controlling person and shall survive the consent transfer of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing securities by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havesellers. (c) Any Person entitled Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to indemnification pursuant in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to this Agreement shall be made against an indemnifying party, give prompt written notice to the indemnifying party latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any claim with respect indemnified party to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Agreement, Section 6 except to the extent that the indemnifying party is actually party's liabilities and materially prejudiced by reason obligations under this Section 6 are increased as a result of such failure or delayto give notice. In case a claim or an any such action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have to assume the rightdefense thereof, exercisable by giving written notice jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party as promptly as practicable after receipt of written party. After notice from the indemnifying party to such indemnified party of such claim or action, its election so to assume, at the indemnifying party’s expense, assume the defense of any such claim or actionthereof, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party for any fees, costs and legal or other expenses subsequently incurred by the indemnified party in connection with such the defense thereof unless (Ai) the indemnifying party has agreed in writing shall have failed to pay such fees, costs and expensesretain counsel for the indemnified party as aforesaid, (Bii) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to and the indemnified party or shall have mutually agreed to pursue the defense retention of such claim counsel or action in a reasonably vigorous manner, (Diii) representation of such indemnified party by the use of counsel chosen retained by the indemnifying party would be inappropriate due to represent actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has shall have reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The which case the indemnifying party shall not have the right to settle a claim or direct the defense of such action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent on behalf of the indemnified party, The ). No indemnifying party shall not will consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement which does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes include as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party of a full and final release from all liability in respect of to such claim or actionlitigation. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with settlement of any judgment entered or settlement proceeding effected with without the written consent of an indemnified party unless the such indemnifying party has also consented to such judgment or settlement (party, such consent not to be unreasonably withheld, conditioned withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for Indemnification similar to that specified in this Section 11 is held 6 (with appropriate modifications) shall be given by a court the Company and each seller of competent jurisdiction Registrable Securities with respect to be unavailable to, any required registration or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result other qualification of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as Registrable Securities under any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule regulation or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any governmental authority other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of than the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationAct. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board membersAffiliates, directors, officers, trustees, managersemployees, members, employees, agents, Affiliates managers and shareholders, agents of each such Holder and each other Person, if any, Person who acts on behalf of or controls any such Holder within the meaning of either the Securities Act or Controlling Person (each of the foregoingExchange Act, a “Covered Person”) to the fullest extent permitted by applicable law, from and against any and all losses, claims, actions, damages, liabilities liabilities, expenses and expenses, joint or several, actions to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities and expenses (or expenses actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or incorporated by reference in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment thereof or supplement to thereto, or any document incorporated by reference in arise out of or are based upon the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the same not misleading or (iii) any violation or alleged violation by the Company case of the Securities Act Disclosure Package, or any other similar federal preliminary, final or state securities laws summary Prospectus or Free Writing Prospectus included in any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required Registration Statement (in light of the Company in connection with any registration of securities. In additioncircumstances under which they were made) not misleading, the Company shall and agrees to reimburse each Covered Person such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actiondamage, damage liability, expense or liability. Notwithstanding action (whether or not the previous sentenceindemnified party is a party to any proceeding); provided, however, that the Company shall will not be so liable in any such case to the extent that any such loss, claim, action, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by or on behalf of any such Covered Person expressly Holder specifically for use in such Registration Statementinclusion therein including, Prospectuswithout limitation, preliminary Prospectus any notice and questionnaire, or free writing prospectus(ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. This indemnity shall clause will be in addition to any liability which the Company may otherwise have. (b) In connection with any registration in which a Each Holder of Registrable Securities is participating, each such Holder shall furnish severally (and not jointly) agrees to indemnify and hold harmless the Company in writing such information as and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company reasonably requests for use in connection with any such Registration Statement within the meaning of either the Securities Act or Prospectus. Each Holder shallthe Exchange Act, to the fullest extent permitted by applicable law, indemnify from and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any and all losses, claims, actions, damages, damages or liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment thereof or supplement thereto, or arise out of or supplement to are based upon the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of clauses (ithe circumstances under which they were made) and (ii)not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission is made contained in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and relating to such Holder furnished to the Company by or on behalf of such Holder expressly specifically for use in such Registration Statementinclusion therein, Prospectusincluding, preliminary Prospectus or free writing prospectus. In additionwithout limitation, any notice and questionnaire; provided, however, that the total amount to be indemnified by such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b5(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal limited to the net proceeds (after deducting Selling Expensesunderwriters’ discounts and commissions) actually received by such Holder in the sale of Registrable Securities offering to which such Registration Statement Statement, Disclosure Package, Prospectus or Holder Free Writing Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall clause will be in addition to any liability which any such Holder may otherwise have. (c) Any Person entitled Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification pursuant to this Agreement shall give prompt written notice to be made against the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentenceunder this Section 5, any failure or delay to so notify the indemnifying party shall in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above except to the extent such action and such failure materially prejudices the indemnifying party; and (ii) will not, in any event, relieve the indemnifying party of its from any obligations under this Agreement, except to any indemnified party other than the extent that the indemnifying party is actually and materially prejudiced by reason of such failure indemnification obligation provided in paragraph (a) or delay(b) above. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and shall have the righttherein and, exercisable by giving written notice to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as promptly as practicable provided in the next sentence, after receipt of written notice from the indemnifying party to such indemnified party of such claim or action, its election to assume, at the indemnifying party’s expense, so assume the defense of any such claim or actionthereof, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), but the indemnified party shall bear the reasonable fees, costs and expenses subsequently incurred by the indemnified party in connection with of such defense separate counsel unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (Di) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party; (ii) the actual or (E) potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party parties which are different from or additional to those available to the indemnifying party. Subject ; (iii) the indemnifying party shall not have employed counsel satisfactory to the foregoing sentence, no indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have parties unless the right use of only one firm of attorneys would be inappropriate due to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without conflict of interest in the consent reasonable judgment of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The An indemnifying party shall not be liable under this Agreement for Section 5 to any amount paid indemnified party regarding any settlement or payable compromise or incurred pursuant consent to or in connection with the entry of any judgment entered with respect to any pending or settlement effected threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to in writing by such indemnifying party, which consent shall not be unreasonably withheld or delayed. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of an each indemnified party, consent to entry of any judgment or enter into any settlement or compromise if any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the indemnifying subject matter of such proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party, and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party has also consented will be indemnified hereunder and (iii) does not include any statement as to such judgment or settlement (such consent not any admission of fault, culpability or a failure to be unreasonably withheld, conditioned act by or delayed)on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 11 5(a) or Section 5(b) above is held by a court of competent jurisdiction to be unavailable to, to or unenforceable by, insufficient to hold harmless an indemnified party in with respect of to any loss, claim, action, damage, liability liability, expense or expense action referred to in this Section 11herein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such loss, claim, action, damage, liability or expense may be subject in such proportion as is appropriate to reflect the relative benefits received by from the indemnified party offering of the Securities, as applicable, and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnifying party on the one hand and the indemnified party and on the indemnifying partyother 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 benefit received by the Company shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of Securities in an offering, if any. The relative benefit received by the Holders shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Holders of Securities in an offering, if any. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by on the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party one hand or the indemnified party. The relative fault shall also be determined by reference to party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement Section 5(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method or of allocation that which does not take into account of the equitable considerations referred to above in this Section 11(d5(d). In no event shall The amount paid or payable by an indemnified party as a result of the amount which a Holder of Registrable Securities may be obligated losses, claims, damages or liabilities (or actions in respect thereof) referred to contribute pursuant to above in this Section 11(d5(d) exceed an amount equal shall be deemed to the net proceeds (after deducting Selling Expenses) actually received include any legal or other expenses reasonably incurred by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no Person guilty of fraud or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraud or fraudulent misrepresentation. For purposes of this Section 5, each Person who controls any Holder of Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5(d). (e) The provisions of this Section 11 shall 5 will remain in full force and effect effect, regardless of any investigation made by or on behalf of any indemnified party Holder of Registrable Securities or the Company or any officerof the officers, director directors or controlling person of such indemnified party Persons referred to in this Section 5, and shall will survive the Transfer transfer of any Registrable Securities by any HolderSecurities.

Indemnification; Contribution. (a) The Company Corporation shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable SecuritiesGotham and its Controlled Affiliates, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), Loan Bank and their respective direct directors, officers, employees and indirect general Controlling Persons, if any, and limited each underwriter, its partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates employees and shareholders, and each other Personcontrolling Persons, if any, who acts on behalf of in any offering or controls any such Holder or Controlling Person (each sale of the foregoingRegistrable Shares, a “Covered Person”) against any losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including attorneys' fees) (collectively, liabilities and expenses, joint or several, "CLAIMS") to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Corporation as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference in the sametherein, (ii) or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in the same not misleading or (iii) any violation or alleged violation by the Company light of the Securities Act circumstances in which they were made, not misleading, and the Corporation shall, and it hereby agrees to, reimburse periodically Gotham and its Controlled Affiliates, the Loan Bank or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person underwriter for any legal or other out-of-pocket expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such lossClaims; PROVIDED, claimHOWEVER, action, damage or liability. Notwithstanding that the previous sentence, the Company Corporation shall not be so liable to any such Person in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Corporation by such Person or any underwriter or representative of such Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) Each of Gotham, the applicable Founders and the Loan Bank shall separately (i.e., not on a joint or severable basis) (i) indemnify and hold harmless the Corporation, its directors, officers, employees, Affiliates and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and Controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, and only to the extent that such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings 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 Statementsuch registration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or supplement to the same or (ii) are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the each case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company Corporation by such Holder Gotham, the applicable Founders or the Loan Bank, as the case may be, expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall and (ii) reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Corporation for any legal or other out-of-pocket expenses reasonably incurred by them the Corporation in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveClaim. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice to of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of any claim with respect the commencement of such action or proceeding; but the omission so to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of its obligations under this Agreementthe indemnified party to give such notice, except to the extent that and in no event shall such omission relieve the indemnifying party is actually and materially prejudiced by reason of from any other liability it may have to such failure or delayindemnified party. In case a claim any such action or an action that is subject or potentially subject to indemnification pursuant to this Agreement is proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in and shall have the righttherein and, exercisable by giving written notice to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to as sume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party as promptly as practicable of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receipt of written receiving notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to that the indemnified party. Notwithstanding the previous sentence, any party believes it has failed to do so; (ii) if such indemnified party shall continue to be entitled to participate who is a defendant in the defense of such claim any action or action, with counsel of its own choice, but proceeding which is also brought against the indemnifying party reasonably shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably have concluded that there may be one or more legal or equitable defenses available to it and/or other any other such indemnified party which are different from or additional to those not available to the indemnifying party. Subject ; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, shall be liable for any expenses therefor (including any such reasonable counsel's fees). If the feesindemnifying party is not entitled to, costs or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one firm of attorneys (in addition counsel for each indemnified party with respect to any local counsel) for all indemnified partiessuch claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not have the right to settle a claim be unreasonably withheld or action for which any indemnified delayed. No indemnifying party is entitled to indemnification pursuant to this Agreement shall, without the prior written consent of the indemnified party, The indemnifying party shall not compromise or consent to the entry of any judgment or enter into or agree any settlement agreement with respect to any settlement relating to such claim action or action proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such judgment compromise, consent or settlement does not impose any admission includes an unconditional release of wrongdoing or ongoing obligations on any the indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall litigation, does not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with subject the consent of an indemnified party unless to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed)indemnified party. (d) If Gotham, the applicable Founders, the Loan Bank and the Corporation agree that if, for any reason, the indemnification provided for in this Section 11 is held provisions contemplated by a court of competent jurisdiction Sections 5.6(a) or 5.6(b) hereof are unavailable to be unavailable to, or unenforceable by, are insufficient to hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable lawfault of, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 5.6(d) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d5.6(d). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 5.6(c) actually received hereof) any legal or other fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by applicable law, the Company shall, and it hereby agrees to, indemnify and hold harmless Sponsor Stockholder, each Holder underwriter and the equityholders, controlling persons, directors, officers and employees of each of the foregoing in any offering or sale of the Registrable Securities, any Person who is or might be deemed including pursuant to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act 6.01, Section 6.02 or Section 20 of the Exchange Act (each such Person6.05, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual and documented out-of-pocket fees of legal counsel reasonably incurred) (collectively, liabilities and expenses, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final Prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of, relate to, are in the sameconnection with, (ii) or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in light of the same circumstances in which they were made, not misleading or (iii) any violation or alleged violation by misleading, and the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under shall, and it hereby agrees to, reimburse periodically each such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered indemnified Person for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by such Covered Person it in connection with investigating, investigating or defending or settling any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to any such Person in any such case to the extent that any losssuch Claims arise out of, claimrelate to, actionare in connection with, damage, liability or expense arises out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, or preliminary or final Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be amendment or supplement thereto, in addition reliance upon written information furnished to any liability the Company may otherwise have(x) by Sponsor Stockholder or any Representative of Sponsor Stockholder, expressly for use therein, it being understood and agreed that the only such information furnished by Sponsor Stockholder or any Representative of Sponsor Stockholder consists of the information described as such in Section 6.13(b) or (y) by or on behalf of any underwriter expressly for use therein. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to To the fullest extent permitted by applicable law, Sponsor Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors and directors, officers, employeesemployees and its other equityholders and each underwriter, agents its partners, officers, directors, employees and controlling Persons, if any, in any Person who is offering or might be deemed to be a Controlling Person sale of Registrable Securities by it against any losses, claims, actions, damages, liabilities and expenses, joint or several, Claims to which they or any of them each such indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final Prospectus contained therein, or any amendment of or supplement to the same thereto, or (ii) any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the each case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, with written information prepared and regarding Sponsor Stockholder furnished to the Company by such Holder Sponsor Stockholder or any Representative of Sponsor Stockholder expressly for use in therein, it being understood and agreed that the only such Registration Statementinformation furnished by Sponsor Stockholder or any Representative of Sponsor Stockholder consists of the number of shares of Common Stock owned by Sponsor Stockholder, Prospectusthe number of Registrable Securities proposed to be sold by Sponsor Stockholder, preliminary Prospectus or free writing prospectus. In additionthe name and address of Sponsor Stockholder and the method of distribution proposed by Sponsor Stockholder, such Holder shall and (ii) reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by them the Company in connection with investigating, investigating or defending or settling any such lossClaim; provided, claimhowever, action, damage that in no event shall any indemnity or liability. The obligation to indemnify pursuant to reimbursement by Sponsor Stockholder under this Section 11(b6.13(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder Sponsor Stockholder in respect of the sale of Registrable Securities giving rise to which such Registration Statement indemnification or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havereimbursement obligation. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to Sponsor Stockholder and the indemnifying party of Company agree that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 6.13(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 6.13(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, each Indemnifying Party (as defined below) shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying partyIndemnifying Party, on the one hand, and of the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such Indemnifying Party and 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 indemnifying party such Indemnifying Party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 6.13(c) is not permitted by applicable law, then each Indemnifying Party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the Indemnifying Party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 6.13(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d6.13(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 6.14) actually received any actual and documented out-of- pocket legal or other out-of-pocket fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shallshall indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any Person offering and sale of Registrable Securities, and each Person, if any, who is controls such Holder or might be deemed to be a “controlling person” of the Company or any of its subsidiaries such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), and their respective direct and indirect general and limited partnersdirectors, advisory board members, directorstrustees, officers, trustees, managers, members, employeespartners, agents, Affiliates employees and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) affiliates against any all losses, claims, actions, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, joint as incurred, and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or severaldelayed) (collectively, "Losses") incurred by such party pursuant to which such Covered Person may become subject under the Securities Actany actual or threatened action, the Exchange Actsuit, any state blue sky securities laws, any equivalent non-U.S. securities laws proceeding or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise investigation arising out of or are based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such in, the Registration Statement, Prospectus, Prospectus or preliminary Prospectus or free writing prospectus any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the same not misleading Company by such Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws regulations applicable to the Company and relating to any action required of or inaction required of by the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityregistration. Notwithstanding the previous sentenceforegoing provisions of this Section 12(a), the Company shall not be so liable in to any such case Holder or underwriter or to any other indemnified party under the extent indemnity agreement in this Section 12(a) for any Losses that any loss, claim, action, damage, liability or expense arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement, statement or such omission or alleged omission, made or incorporated by reference (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any an amendment or supplement to the Prospectus and (y) having previously been furnished by or any document incorporated by reference in on behalf of the same in reliance uponCompany with copies of the Prospectus as so amended or supplemented as required hereunder, and in conformity withsuch Holder or underwriter thereafter fails to deliver such Prospectus, written information prepared and furnished as so amended or supplemented, with or prior to the Company delivery of written confirmation of the sale of Registrable Securities by such Covered Holder or underwriter to the Person expressly for use in asserting the claim from which such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectusLosses arise. This Such rights to indemnity and reimbursement of expenses shall be in addition to any liability survive the Company may otherwise havetransfer of the Registrable Securities by such indemnified party. (b) In connection with any registration in which a Registration Statement filed pursuant hereto, each Holder of Registrable Securities is participatingto be covered thereby shall, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection severally and not jointly with any such Registration Statement or Prospectus. Each Holder shallother Holders, indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors each Person, if any, who participates as an underwriter in any offering and officerssale of Registrable Securities and each Person, employeesif any, agents and any Person who is controls the Company or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any such underwriter within the meaning of them may become subject under Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any state blue sky securities lawsactual action, any equivalent non-U.S. securities laws suit, proceeding or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise investigation arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statementin, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such in, the Registration Statement, Prospectus, Prospectus or preliminary Prospectus or free writing prospectus any amendment or supplement to any of the foregoing or necessary to make the statements made therein (in case of a Prospectus or preliminary Prospectus, in the same light of the circumstances then existing) not misleading, but, in the case of each of clauses (i) and (ii), but only to the extent that any such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, on and in conformity with, written with information prepared and with respect to such Holder furnished in writing to the Company by such Holder expressly or its counsel specifically for use in such Registration Statementtherein; provided, Prospectushowever, preliminary Prospectus or free writing prospectus. In addition, such that no Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation required to indemnify pursuant to the Company or any other indemnified party under this Section 11(b12(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional with respect to and shall not exceed an any amount equal to in excess of the amount of the total net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders from sales of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about under such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveRegistration Statement. (c) Any Person entitled to indemnification pursuant hereunder agrees to this Agreement shall give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim with respect indemnification or contribution pursuant to which this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so shall notify the indemnifying party shall not relieve of the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partycommencement thereof, the indemnifying party shall be entitled to participate in and shall have the righttherein and, exercisable by giving written notice to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party as promptly as practicable party, and after receipt of written notice from the indemnifying party to such indemnified party of such claim or action, its election so to assume, at the indemnifying party’s expense, assume the defense of any such claim or actionthereof, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party for any feeslegal expenses of other counsel or any other expenses, costs and expenses in each case subsequently incurred by the such indemnified party party, in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense thereof other than reasonable costs of such claim or action within a investigation, unless in the reasonable time after receipt judgment of notice any indemnified party, based on the opinion of such claim or actioncounsel, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (Eiii) more than one counsel for the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentenceCompany, no indemnifying party shall, in each case in connection with any one claim or action or separate but substantially similar or related actions in actions. An indemnifying party who is not entitled to, or elects not to, assume the same jurisdiction arising out defense of a claim shall not be obligated to pay the same general circumstances or allegations, be liable for the fees, costs fees and expenses of more than one firm of attorneys (in addition to any local counsel) counsel for all parties indemnified parties. The by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not have be liable for the right fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to settle a claim the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action for which or separate but similar or related actions. No indemnifying party, in defense of any indemnified party is entitled to indemnification pursuant to this Agreement without such action, suit, proceeding or investigation, shall, except with the consent of the each indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter entry into or agree to any settlement relating to such claim or action unless such judgment or settlement which does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes include as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party of a full and final release from all liability in respect of to such claim action, suit, proceeding or actioninvestigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. The indemnifying No indemnified party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant consent to or in connection with entry of any judgment entered or entry into any settlement effected with without the consent of an indemnified party unless the each indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed)party. (d) If the indemnification from the indemnifying party provided for in this Section 11 12 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party hereunder in respect of to any loss, claim, action, damage, liability or expense referred to in this Section 11Losses, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, fault of the indemnifying party shall contribute to such amount and indemnified party in connection with the actions which resulted in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying partyLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of the Holder under the applicable Registration Statement. The relative fault of the such indemnifying party, on the one hand, party and of the indemnified party, on the other hand, party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by the by, such indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statementaction. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, omission subject to the limitations set forth in Section 12(c), any legal or violationother fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement Section 12(d) were determined by pro rata allocation or by any other method or of allocation that does not take into account the equitable considerations consideration referred to in this Section 11(d12(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to If indemnification is available under this Section 11(d) exceed an amount equal 12, the indemnifying parties shall indemnify each indemnified party to the net proceeds (after deducting Selling Expensesfull extent provided in Section 12(a) actually received by or 12(b), as the case may be, without regard to the relative fault of such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnifying parties or indemnified party guilty or liable of fraudulent misrepresentation within the meaning of any other equitable consideration provided for in this Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation12(d). (e) The provisions of this Section 11 12 shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of liability which any indemnified indemnifying party or may have to any officer, director or controlling person of such indemnified party and shall survive the Transfer termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any Registrable Securities by any Holderaction, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that the Holder sold Securities Act to a person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus or necessary to make supplemented, if the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only Company shall have previously furnished copies thereof to the extent that Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to and employ counsel reasonably acceptable or (iii) the named parties to any such action (including any implied parties) include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree to proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any settlement relating to such claim or action indemnified Person is a party thereto), unless such judgment settlement, compromise, consent or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and termination includes as an unconditional term release of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such each indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Holder from the sale or other disposition of its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedHolder by Section 2.8(a). (dc) If the indemnification provided for in this Section 11 2.8 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and the indemnifying partyHolder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, Holder 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 indemnifying party Company or by the indemnified party, whether Holder and the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.8(c) were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d). In no event 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity, and contribution provisions of contained in this Section 11 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpersons referred to above.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities or Takedown Offering pursuant to Section 2.01 or Section 2.02, the Company shallwill indemnify, to the fullest extent permitted by law, indemnify defend and hold harmless Holder, its Affiliates, directors, officers and shareholders and each person who controls Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Personcollectively, a the “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered PersonIndemnified Persons”) from and against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) all Losses caused by any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Statement or any Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or including any amendment or supplement to thereto, used in connection with the Registrable Securities or any document incorporated by reference in the sameIssuer FWP, (ii) or any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the same case of a Prospectus, in the light of the circumstances under which they were made) not misleading or (iii) any violation or alleged violation by misleading; provided, however, that the Company of the Securities Act or will not be required to indemnify any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Indemnified Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon Losses resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and with respect to any Indemnified Person furnished to the Company by such Covered in writing by, or at the direction of, Holder or any Indemnified Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise haveIssuer FWP. (b) In connection with any registration in which a Holder of Registrable Securities is participatingRegistration Statement, Prospectus or Issuer FWP, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shallHolder, to the fullest extent permitted by lawon a several but not joint and several basis, indemnify will indemnify, defend and hold harmless the Company, its directors directors, its officers and officerseach person, employeesif any, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any controls the Company (within the meaning of them may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, ) from and against any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) and all Losses caused by any untrue or alleged untrue statement of a material fact contained in the any part of any Registration Statement, Statement or any Prospectus, preliminary Prospectusincluding any amendment or supplement thereto, free writing prospectus (as defined used in Rule 405 under connection with the Registrable Securities Act or any successor rule to Rule 405) Issuer FWP, or any amendment of or supplement to the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, a Prospectus, preliminary Prospectusin the light of the circumstances under which they were made) not misleading, free writing prospectus or any amendment or supplement but only with respect to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by in writing by, or at direction of, such Holder or any Indemnified Persons related to such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveIssuer FWP. (c) Any Person In case any claim, action or proceeding (including any governmental investigation) is instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.08(a) or Section 2.08(b), such person (the “Indemnified Party”) will promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall be entitled to indemnification participate therein and, to the extent it shall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such counsel related to such claim, action or proceeding; provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its obligations pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is such Indemnifying Party has been actually and materially prejudiced by reason of such failure or delay. In case a claim any such claim, action or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyproceeding, the indemnifying party shall be entitled to participate in and Indemnified Party shall have the right, exercisable by giving written notice to but not the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or actionobligation, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the any such defense of such claim or action, with counsel of and to retain its own choicecounsel, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs fees and expenses subsequently incurred by of such counsel will be at the indemnified party in connection with expense of such defense Indemnified Party unless (Ai) the indemnifying party has Indemnifying Party and the Indemnified Party have mutually agreed in writing to pay the retention of such fees, costs and expensescounsel, (Bii) the indemnifying party has failed Indemnifying Party fails to assume the defense of such claim the claim, action or action proceeding within a reasonable time after 15 Business Days following receipt of notice of such claim from the Indemnified Party, or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (Diii) the use Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of counsel chosen both parties by the indemnifying party same counsel would be inappropriate due to represent actual or potential conflicting interests between them. It is understood that the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shallIndemnifying Party will not, in connection with any one claim or claim, action or separate but substantially similar proceeding or related claims, actions or proceedings in the same jurisdiction arising out of the same general circumstances or allegationsjurisdiction, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified partiessuch Indemnified Parties and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall Indemnifying Party will not be liable under this Agreement for any amount paid settlement of any claim, action or payable or incurred pursuant to or in connection with any judgment entered or settlement proceeding effected with the without its written consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such which consent shall not to be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) such settlement includes no finding or admission of any violation of Law or any violation of the rights of any person by the Indemnified Party or any of its Affiliates as the result of such action, and (iii) the sole relief (if any) provided in such settlement is monetary damages that are reimbursed in full by the Indemnifying Party. No Indemnified Party will, without the prior written consent of the Indemnifying Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder. (d) If the indemnification provided for in this Section 11 2.08 from the Indemnifying Party is held by a court of competent jurisdiction unavailable to be unavailable to, an Indemnified Party hereunder or unenforceable by, an indemnified party is insufficient in respect of any loss, claim, action, damage, liability or expense Losses referred to in this Section 112.08, then the applicable indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified party under this AgreementIndemnified Party, shall will contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such loss, claim, action, damage, liability or expense Losses (i) in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnified party Indemnifying Party and Indemnified Party in connection with the indemnifying party. If actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by the preceding sentence clause (i) is not permitted by applicable lawLaw, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits fault referred to in the preceding sentence clause (i) but also the relative fault benefit of the indemnified party Company, on the one hand, and Holder, on the indemnifying partyother, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, such Indemnifying Party and of the indemnified party, on the other hand, shall Indemnified Party will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by the indemnifying party by, such Indemnifying Party or by the indemnified partyIndemnified Party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementaction. The amount paid or payable by a party as a result of the Losses referred to above will be deemed to include, omission subject to the limitations set forth in Section 2.08(c), any reasonable legal or violation. other out of pocket fees or expenses reasonably incurred by such party in connection with any investigation, claim, action or proceeding. (e) The parties agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.08(d) were determined by pro rata allocation or by any other method or of allocation that does not take into account the equitable considerations referred to in this Section 11(d2.08(d). In no event shall the amount which a Holder No person guilty of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds “fraudulent misrepresentation” (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall Act) will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) The . Notwithstanding the provisions of this Section 11 2.08(e), Holder shall remain not be required to contribute, in full force and effect regardless the aggregate, any amount in excess of the amount by which the net proceeds received by Holder from the sale of the Registrable Securities exceeds the amount of any investigation made damages which Holder has otherwise been required to pay by reason of such untrue or on behalf alleged untrue statement or omission or alleged omission. (f) If indemnification is available under this Section 2.08, the Indemnifying Party will indemnify each Indemnified Party pursuant to Section 2.08(a) and 2.08(b) to the fullest extent permissible under applicable Law, without regard to the relative fault of any indemnified party said Indemnifying Party or Indemnified Party or any officer, director other equitable consideration provided for in Section 2.08(d) or controlling person Section 2.08(e). The obligations of such indemnified party and the Company under this Section 2.08 shall survive be in addition to any liability that the Transfer of Company may otherwise have to any Registrable Securities by any HolderIndemnified Person.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board membersAffiliates, directors, officers, trustees, managersemployees, members, employees, agents, Affiliates managers and shareholders, agents of each such Holder and each other Person, if any, Person who acts on behalf of or controls any such Holder within the meaning of either the Securities Act or Controlling Person (each of the foregoingExchange Act, a “Covered Person”) to the fullest extent permitted by applicable law, from and against any and all losses, claims, actions, damages, liabilities and expenses, joint or several, expenses to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities and expenses (or expenses actions in respect thereof) arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or incorporated by reference in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment thereof or supplement to thereto, or any document incorporated by reference in arise out of or are based upon the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated circumstances under such federal or state securities laws applicable which they were made) not misleading, and agrees to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actiondamage, damage liability or liability. Notwithstanding action (whether or not the previous sentenceindemnified party is a party to any proceeding); provided, however, that the Company shall will not be so liable in any such case to the extent that any such loss, claim, action, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by or on behalf of any such Covered Person expressly Holder specifically for use in such Registration Statementinclusion therein including, Prospectuswithout limitation, preliminary Prospectus any notice and questionnaire, or free writing prospectus(ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(ii) hereof. This indemnity shall agreement will be in addition to any liability which the Company may otherwise have. (b) In connection with any registration in which a Each Holder of Registrable Securities is participating, each such Holder shall furnish severally (and not jointly) agrees to indemnify and hold harmless the Company in writing such information as and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company reasonably requests for use in connection with any such Registration Statement within the meaning of either the Securities Act or Prospectus. Each Holder shallthe Exchange Act, to the fullest extent permitted by applicable law, indemnify from and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any and all losses, claims, actions, damages, damages or liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment thereof or supplement thereto, or arise out of or supplement to are based upon the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of clauses (ithe circumstances under which they were made) and (ii)not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission is made contained in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and relating to such Holder furnished to the Company by or on behalf of such Holder expressly specifically for use in such Registration Statementinclusion therein; provided, Prospectushowever, preliminary Prospectus or free writing prospectus. In addition, that the total amount to be indemnified by such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b8(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal limited to the net proceeds (after deducting Selling Expensesunderwriters’ discounts and commissions) actually received by such Holder in the sale of Registrable Securities offering to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification pursuant be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to this Agreement shall give prompt written notice notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify and forfeiture by the indemnifying party shall not of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party of its from any obligations under this Agreement, except to any indemnified party other than the extent that the indemnifying party is actually and materially prejudiced by reason of such failure indemnification obligation provided in paragraph (a) or delay(b) above. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and shall have the righttherein and, exercisable by giving written notice to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense 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, except as promptly as practicable provided in the next sentence, after receipt of written notice from the indemnifying party to such indemnified party of such claim or action, its election to assume, at the indemnifying party’s expense, so assume the defense of any such claim or actionthereof, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, separate counsel if (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (Di) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest interest; (ii) the actual or (E) potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party parties which are different from or additional to those available to the indemnifying party. Subject ; (iii) the indemnifying party shall not have employed counsel satisfactory to the foregoing sentence, no indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The An indemnifying party shall not be liable under this Agreement for Section 8 to any amount paid indemnified party regarding any settlement or payable compromise or incurred pursuant consent to or in connection with the entry of any judgment entered with respect to any pending or settlement effected threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. 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 or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party unless from all liability on claims that are the indemnifying party has also consented subject matter of such proceeding and (ii) does not include any statement as to such judgment or settlement (such consent not any admission of fault, culpability or a failure to be unreasonably withheld, conditioned act by or delayed)on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 11 8(a) or Section 8(b) above is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, insufficient to hold harmless an indemnified party in respect of for any loss, claim, action, damage, liability or expense referred to in this Section 11reason, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such loss, claim, action, damage, liability or expense may be subject in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party on the one hand and the indemnified party and on the indemnifying party. If other in connection with the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount statements or omissions which resulted in such proportion as is appropriate to reflect not only the relative benefits referred to losses, claims, damages or liabilities (or actions in the preceding sentence but also the relative fault of the indemnified party and the indemnifying partyrespect thereof), as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by on the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party one hand or the indemnified party. The relative fault shall also be determined by reference to party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement Section 8(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method or of allocation that which does not take into account of the equitable considerations referred to above in this Section 11(d8(d). In no event shall The amount paid or payable by an indemnified party as a result of the amount which a Holder of Registrable Securities may be obligated losses, claims, damages or liabilities (or actions in respect thereof) referred to contribute pursuant to above in this Section 11(d8(d) exceed an amount equal shall be deemed to the net proceeds (after deducting Selling Expenses) actually received include any legal or other expenses reasonably incurred by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each Person who controls any Holder of Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 8(d). Notwithstanding the foregoing, the total amount to be contributed by any Holder pursuant to this Section 8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates. (e) The provisions of this Section 11 shall 8 will remain in full force and effect effect, regardless of any investigation made by or on behalf of any indemnified party Holder of Registrable Securities or the Company or any officerof the officers, director directors or controlling person Persons referred to in this Section 8 hereof, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 8 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the ▇▇▇▇ ▇▇▇) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) 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 indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpursuant to such Shelf Registration.

Indemnification; Contribution. (a) The Company shallITC Investments agrees to indemnify and hold harmless each Shareholder holding Registrable Securities, the Affiliates, directors, officers, employees, shareholders, managers and agents of each such Shareholder and each Person who controls any such Shareholder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, indemnify from and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities and expenses, joint or several, expenses to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities and expenses (or expenses actions in respect thereof) arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or incorporated by reference in any Registration Statementamendment thereof, Prospectusor the Disclosure Package, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement to thereto, or any document incorporated by reference in arise out of or are based upon the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the same not misleading or (iii) any violation or alleged violation by the Company case of the Securities Act Disclosure Package, or any other similar federal preliminary, final or state securities laws summary prospectus or Free Writing Prospectus included in any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required registration statement, in light of the Company in connection with any registration of securities. In additioncircumstances under which they were made) not misleading, the Company shall and agrees to reimburse each Covered Person such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actiondamage, damage liability or liability. Notwithstanding action (whether or not the previous sentenceindemnified party is a party to any proceeding); provided, the Company shall that ITC Investments will not be so liable in any such case to the extent that any such loss, claim, action, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company ITC Investments by or on behalf of any such Covered Person expressly Shareholder specifically for use in such Registration Statementinclusion therein including any notice and questionnaire, Prospectus, preliminary Prospectus or free writing prospectus(ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 3.3(c). This indemnity shall agreement will be in addition to any liability the Company which ITC Investments may otherwise have. (b) In connection with any registration in which a Holder Each Shareholder severally (and not jointly) agrees to indemnify and hold harmless ITC Investments and each of Registrable its Affiliates, directors, employees, shareholders, managers and agents and each Person who controls ITC Investments within the meaning of either the Securities is participating, each such Holder shall furnish to Act or the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shallExchange Act, to the fullest extent permitted by applicable law, indemnify from and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any and all losses, claims, actions, damages, damages or liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or in the Registration Statement, Disclosure Package or any Shareholder Free Writing Prospectus, preliminary Prospectuspreliminary, free writing final or summary prospectus (as defined included in Rule 405 under the Securities Act any such registration statement, or any successor rule to Rule 405) or in any amendment thereof or supplement thereto, or arise out of or supplement to are based upon the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of clauses (ithe circumstances under which they were made) and (ii)not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission is made contained in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and relating to such Shareholder furnished to ITC Investments by or on behalf of such Shareholder specifically for inclusion therein; provided, that the Company total amount to be indemnified by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify Shareholder pursuant to this Section 11(b3.8(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal limited to the net proceeds (after deducting Selling Expensesunderwriters’ discounts and commissions and other reimbursable expenses) actually received by such Holder Shareholder in the sale of Registrable Securities offering to which such Registration Statement registration statement or Prospectus prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled Promptly after receipt by an indemnified party under this Section 3.8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification pursuant be made against the indemnifying party under this Section 3.8, notify the indemnifying party in writing of the commencement thereof; but the failure so to this Agreement shall give prompt written notice notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify and forfeiture by the indemnifying party shall not of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party of its from any obligations under this Agreement, except to any indemnified party other than the extent that the indemnifying party is actually and materially prejudiced by reason of such failure indemnification obligation provided in paragraph (a) or delay(b) above. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and shall have the righttherein and, exercisable by giving written notice to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as promptly as practicable provided in the next sentence, after receipt of written notice from the indemnifying party to such indemnified party of such claim or action, its election to assume, at the indemnifying party’s expense, so assume the defense of any such claim or actionthereof, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, separate counsel if (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (Di) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest interest; (ii) the actual or (E) potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party parties which are different from or additional to those available to the indemnifying party. Subject ; (iii) the indemnifying party shall not have employed counsel satisfactory to the foregoing sentence, no indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The An indemnifying party shall not be liable under this Agreement for Section 3.8 to any amount paid indemnified party regarding any settlement or payable compromise or incurred pursuant consent to or in connection with the entry of any judgment entered with respect to any pending or settlement effected threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. 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 or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party unless from all liability on claims that are the indemnifying party has also consented subject matter of such proceeding and (ii) does not include any statement as to such judgment or settlement (such consent not any admission of fault, culpability or a failure to be unreasonably withheld, conditioned act by or delayed)on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 11 3.8(a) or Section 3.8(b) above is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, insufficient to hold harmless an indemnified party in respect of for any loss, claim, action, damage, liability or expense referred to in this Section 11reason, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including legal or payable by other expenses reasonably incurred in connection with investigating or defending same) to which such indemnified indemnifying party as a result of such loss, claim, action, damage, liability or expense may be subject in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party on the one hand and the indemnified party and on the indemnifying party. If other hand in connection with the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount statements or omissions which resulted in such proportion as is appropriate to reflect not only the relative benefits referred to losses, claims, damages or liabilities (or actions in the preceding sentence but also the relative fault of the indemnified party and the indemnifying partyrespect thereof), as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by on the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party one hand or the indemnified party. The relative fault shall also be determined by reference to party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement Section 3.8(d) were determined by pro rata allocation (even if the Shareholders holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method or of allocation that which does not take into account of the equitable considerations referred to above in this Section 11(d3.8(d). In no event shall The amount paid to or payable by an indemnified party as a result of the amount which a Holder of Registrable Securities may be obligated losses, claims, damages or liabilities (or actions in respect thereof) referred to contribute pursuant to above in this Section 11(d3.8(d) exceed an amount equal shall be deemed to the net proceeds (after deducting Selling Expenses) actually received include any legal or other expenses reasonably incurred by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.8(d), no Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.8, each Person who controls any Shareholder holding Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Shareholder, agent or underwriter shall have the same rights to contribution as such Shareholder, agent or underwriter, and each Person who controls ITC Investments within the meaning of either the Securities Act or the Exchange Act and each officer and director of ITC Investments shall have the same rights to contribution as ITC Investments, subject in each case to the applicable terms and conditions of this Section 3.8(d). Notwithstanding the foregoing, the total amount to be contributed by any Shareholder pursuant to this Section 3.8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such Shareholder in the offering to which such registration statement or prospectus relates. (e) The provisions of this Section 11 shall 3.8 will remain in full force and effect effect, regardless of any investigation made by or on behalf of any indemnified party Shareholder holding Registrable Securities or ITC Investments or any officerof the officers, director directors or controlling person Persons referred to in this Section 3.8, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 3.8 to the fullest extent permitted by Applicable Law; provided, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount (after deducting underwriters’ discounts and commissions and other reimbursable expenses) of proceeds received by such seller from the sale of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpursuant to such Shelf Registration.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, (i) indemnify and hold harmless each Holder Stockholder in any offering or sale of Registrable SecuritiesShares, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each and such Person, a “Controlling Person”), their respective direct and indirect general and limited Stockholder’s partners, advisory board members, directors, officers, trustees, managers, members, employeesmanagers and Affiliates (but not, agentsfor the avoidance of doubt, Affiliates and shareholders, any Stockholder Designee in such person’s capacity as a Director of the Company) and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) foregoing Persons within the meaning of the Securities Act or the Exchange Act from and against any and all losses, claims, actions, damages, liabilities or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and expensescosts and expenses (including reasonable fees of counsel) (collectively, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement to thereto, or any document incorporated by reference in the sametherein, (ii) or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the same not misleading case of any preliminary or final Prospectus (iii) including any violation or alleged violation by Free Writing Prospectus incorporated into such Registration Statement, in the Company light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company circumstances in which they were made), not misleading; and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall (ii) reimburse periodically upon demand each Covered Person indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such Covered Person indemnified party in connection with investigating, investigating or defending (or settling preparing to defend) any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to an indemnified party in any such case to the extent extent, and only to the extent, that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company about a Stockholder by such indemnified party expressly for use therein, or if the Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to such Stockholder a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement. (b) Each Stockholder shall, and hereby agrees to, severally and not jointly (i) indemnify and hold harmless the Company in any offering or sale of Registrable Shares, each director of the Company, each officer of the Company who shall sign the applicable Registration Statement and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act or the Exchange Act from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or supplement to the same or (ii) are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same not misleading, but, therein (in the case of each any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of clauses (i) the circumstances in which they were made), not misleading; and (ii)) reimburse periodically upon demand each indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims, in each case to the extent, and only to the extent extent, that such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information about such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein, or if such Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Stockholders a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission made in such Registration Statement; provided, Prospectushowever, preliminary Prospectus, free writing prospectus or any amendment or supplement to that the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be aggregate liability of a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to Stockholder under this Section 11(b) 6.6 shall be individual and several, not joint and several, for each participating Holder and shall be proportional limited to and shall not exceed an amount equal to the dollar amount of the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities Stockholder from Stockholder Shares sold by such Stockholder pursuant to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply the transaction giving rise to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveClaim. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to Each Stockholder, on the indemnifying party of one hand, and the Company, on the other hand, agrees that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 6.6(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 6.6(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 6.6(c) is not permitted by applicable Law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and a Stockholder on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering of securities (net of discounts and commissions but before deducting expenses) giving rise to the applicable Claim bears to the net proceeds received by such Stockholder with respect to its sale of Registrable Shares giving rise to such Claim. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 6.6(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d6.6(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 6.7) actually received any legal or other fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise connection with investigating or defending (or preparing to defend) any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) . Notwithstanding the foregoing, no Stockholder shall be liable to contribute any amount in excess of the dollar amount of the net proceeds received by such Stockholder from Stockholder Shares sold by such Stockholder pursuant to such Registration Statement or Prospectus in the transaction giving rise to such Claim less any amounts previously paid by such Stockholder pursuant to Section 6.6(b). The provisions of Stockholders obligations to contribute as provided in this Section 11 shall remain in full force 6.6(c) are several and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holdernot joint.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable Securitiesthe Stockholder, any Person who is or might be deemed to be a “the Stockholder’s Subsidiaries and their controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other PersonPersons, if any, who acts on behalf of in any offering or controls any such Holder or Controlling Person (each sale of the foregoingRegistrable Securities, a “Covered Person”) including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual out-of-pocket fees of counsel) (collectively, liabilities and expenses, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of, relate to, are in the sameconnection with, (ii) or are based upon any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in light of the same circumstances in which they were made, not misleading or (iii) any violation or alleged violation by misleading, and the Company of shall, and it hereby agrees to, reimburse periodically the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company Stockholder and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person its Subsidiaries for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such lossClaims; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable to any such Person in any such case to the extent that any losssuch Claims arise out of, claimrelate to, actionare in connection with, damage, liability or expense arises out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary or final prospectus, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same thereto, in reliance upon, and in conformity with, written upon information prepared and furnished to the Company by such Covered Person the Stockholder, any of its Subsidiaries, any underwriter or any Representative of the Stockholder, expressly for use in such Registration Statementtherein, Prospectusor by the Stockholder’s failure to furnish the Company, preliminary Prospectus upon request, with the information with respect to the Stockholder or free writing prospectus. This indemnity shall be in addition to its Subsidiaries, or any liability underwriter or Representative of the Company may otherwise haveStockholder, or the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the untrue statement or omission. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder The Stockholder shall, to the fullest extent permitted by lawand hereby agrees to, (i) indemnify and hold harmless the Company, its directors and directors, officers, employeesemployees and controlling Persons, agents if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any Person who is offering or might be deemed to be a Controlling Person sale of Registrable Securities against any losses, claims, actions, damages, liabilities and expenses, joint or several, Claims to which they or any of them each such indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) preliminary or final prospectus contained therein, or any amendment of or supplement to the same thereto, or (ii) any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the each case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder the Stockholder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall and (ii) reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by them the Company in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveClaim. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to The Stockholder and the indemnifying party of Company agree that if, for any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyreason, the indemnifying party shall be entitled to participate in and shall have the right, exercisable indemnification provisions contemplated by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim Section 5.9(a) or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (ASection 5.9(b) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented are insufficient to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, hold harmless an indemnified party in respect of any loss, claim, action, damage, liability or expense Claims referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense Claims in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and 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 such indemnifying party or by the such indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. If, omission however, the allocation in the first sentence of this Section 5.9(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or violationpayable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Agreement Section 5.9(c) were to be determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the preceding sentences of this Section 11(d5.9(c). In no event The amount paid or payable by an indemnified party as a result of the Claims referred to above shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal include (subject to the net proceeds (after deducting Selling Expenseslimitations set forth in Section 5.10) actually received any actual and documented out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigating or defending any such obligation to contributeaction, proceeding or claim. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Agreement, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective directors, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the "Exchange Act"), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated under thereunder in connection with such federal registration, provided, however, that the Company will not be liable to such underwriter, Holder or state securities laws applicable controlling person to the extent that such loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person underwriter, Holder or controlling person expressly for use in connection with investigatingsuch registration statement or (B) any preliminary prospectus, defending or settling to the extent that any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged results solely from an untrue statement of a material fact contained in in, or the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in from, such Registration Statement, Prospectus, preliminary Prospectus prospectus which untrue statement or free writing prospectus or necessary to make the statements made omission was corrected in the same not misleadingfinal prospectus, but, in if the case Company shall sustain the burden of each of clauses (i) and (ii), only proving that a Holder sold Registrable Securities to the extent that person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the final prospectus. With respect to such untrue statement or alleged untrue statement, or omission or alleged omission, is made untrue statement or omission in such Registration Statement, Prospectus, preliminary Prospectus, free the information furnished in writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In additionregistration statement, such Holder shall reimburse will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employeesemployees and agents), agents each other Holder of Registrable Securities (including its respective directors, officers, employees and agents) so registered, and each person who controls any Person who is of them within the meaning of Section 15 of the Securities Act or might be deemed Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to be a Controlling Person for which they, or any legal of them, may become subject under the Securities Act, the Exchange Act or other expenses reasonably incurred by them federal or state statutory law or regulation, at common law or otherwise to the same extent provided in connection with investigatingthe immediately preceding sentence. In no event, defending or settling any such losshowever, claim, action, damage or liability. The obligation to indemnify pursuant to shall the liability of a Holder for indemnification under this Section 11(b1.07(a) shall be individual and severalexceed the lesser of (i) that proportion of the total of such losses, not joint and severalclaims, for each participating Holder and shall be proportional to and shall not exceed an amount damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the from its sale of Registrable Securities to which under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 1.07(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party1.07, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Company, the selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the indemnifying partyCompany, on the one hand, selling Holders and of the indemnified party, on the other hand, underwriters 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 1.07(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding sentences. In no event event, however, shall the amount which a Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d1.07(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (ec) The provisions of indemnification and contribution provided for in this Section 11 shall 1.07 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Company shall, to If any Registrable Securities are included in a registration statement under this Agreement: 6.1. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Holder of Registrable SecuritiesSelling Holder, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Selling Holder or Controlling Person (each within the meaning of the foregoingSecurities Act, a “Covered and each officer, director, partner, and employee of such Selling Holder and such controlling Person”) , against any and all losses, claims, actions, damages, liabilities and expenses, expenses (joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which such Covered Person any of the foregoing Persons may become subject under the Securities Act, the Exchange Act, any Act or other federal or state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or incorporated by reference in any Registration Statementfinal prospectus contained therein, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) amendments or any amendment or supplement to or any document incorporated by reference in the same, supplements thereto; or (ii) any The omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same therein not misleading; provided, buthowever, in that the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company indemnification required by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) 7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action liability or proceeding expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such Holder. The Company case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only conformity with written information furnished or to be furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any Registration Statement or Prospectus relating underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 6.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received by such Selling Holder. 6.3. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any amendmentother indemnifying party similarly noticed, supplement or preliminary materials associated to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the same are statements specifically relating fees and disbursements and expenses to (a) be paid by the beneficial ownership indemnifying party, if representation of shares of Common Stock such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such Holder and its Affiliates, (b) the name and address of counsel in such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation proceeding. The failure to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt deliver written notice to the indemnifying party within a reasonable time following the commencement of any claim with respect such action, if prejudicial to which it seeks indemnification. Notwithstanding the previous sentenceits ability to defend such action, any failure or delay to so notify the shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of its obligations under this Agreement, except any liability that it may have to the extent that the indemnifying any indemnified party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification otherwise than pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in Section 7. Any fees and shall have the right, exercisable expenses incurred by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from (including any fees and expenses incurred in connection with investigating or preparing to defend such indemnified party of such claim action or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Notwithstanding the previous sentence, any Any such indemnified party shall continue have the right to be entitled employ separate counsel in any such action, claim or proceeding and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse the expenses of such indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (Ai) the indemnifying party has agreed in writing to pay such fees, costs fees and expenses, expenses or (Bii) the indemnifying party has shall have failed to promptly assume the defense of such action, claim or action within a reasonable time after receipt of notice of proceeding or (iii) the named parties to any such action, claim or action, proceeding (Cincluding any impleaded parties) having assumed the defense of include both such claim or action, indemnified party and the indemnifying party fails to employ counsel reasonably acceptable to the party, and such indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of shall have been advised by counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional in addition to those available to the indemnifying party. Subject to party and that the foregoing sentence, no assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party shallcould not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or action proceeding or separate but substantially similar or related actions actions, claims or proceedings in the same jurisdiction arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any together with appropriate local counsel) at any time for all such indemnified parties. The , unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall not have be obligated to pay the right fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to settle a claim or action for which any an indemnified party is entitled to indemnification pursuant to this Agreement for any settlement of any action, proceeding or claim without the written consent of the indemnified indemnifying party, The indemnifying party shall not which consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under unreasonably withheld. 6.4. If the indemnification required by this Agreement for any amount paid or payable or incurred pursuant Section 7 from the indemnifying party is unavailable to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party hereunder in respect of any losslosses, claimclaims, actiondamages, damage, liability liabilities or expense expenses referred to in this Section 11, then the applicable 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability liabilities or expense expenses in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, fault of the indemnifying party shall contribute to such amount and indemnified parties in connection with the actions which resulted in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying partylosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the such indemnifying party, on the one hand, party and of the indemnified party, on the other hand, parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, 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 by, such indemnifying party or by the indemnified partyparties, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violationViolation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Agreement Section 7.4 were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in this Section 11(d7.4(i). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of 6.5. If indemnification is available under this Section 11 7, the indemnifying parties shall remain indemnify each indemnified party to the full extent provided in full force and effect regardless this Section 7 without regard to the relative fault of any investigation made by such indemnifying party or on behalf of any indemnified party or any officer, director or controlling person other equitable consideration referred to in Section 7.4. 6.6. The obligations of such indemnified party the Company and the Selling Holders of Registrable Securities under this Section 7 shall survive the Transfer completion of any offering of Registrable Securities by any Holderpursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, holder and each other Personaffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, if any, who acts on behalf of or controls under any such Holder Blue Sky Law or Controlling Person (each of the foregoing, a “Covered Person”) regulation against any losses, claims, actions, damages, liabilities and expensesor liabilities, joint or several, to which such Covered Person holder may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementpreliminary prospectus, Prospectusregistration statement, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto, or any document incorporated by reference in arise out of or are based upon the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company misleading, and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall will reimburse each Covered Person such holder and affiliate for any legal or other expenses reasonably incurred by such Covered Person holder in connection with investigating, investigating or defending or settling any such lossaction or claim regardless of the negligence of any such holder or affiliate; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable in any such case to the extent that any such loss, claim, action, damage, or liability or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus or any such amendment or supplement to or any document incorporated by reference in the same thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by any such Covered Person holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise havetherein. (b) In connection with any registration in which a Holder Each holder of Registrable Securities is participating, each such Holder shall furnish Common Stock registered pursuant to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, this Agreement will indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Company against any losses, claims, actions, damages, or liabilities and expenses, joint or several, to which they or any of them the Company may become subject subject, under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany preliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement thereto, or arise out of or supplement to are based upon the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butin each case to the extent, in the case of each of clauses (i) and (ii), but only to the extent extent, that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statementany preliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havetherein. (c) Any Person entitled Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to indemnification pursuant to this Agreement shall give prompt written notice to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of any claim with respect the commencement thereof; but the omission so to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, commencement thereof the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, assume the defense of any such claim or action, with counsel reasonably acceptable thereof by notice in writing to the indemnified party. Notwithstanding After notice from the previous sentence, any indemnifying party to such indemnified party shall continue of its election to be entitled to participate in assume the defense of such claim or actionthereof, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party under either of such subsections for any feeslegal expenses of other counsel or any other expense, costs and expenses in each case subsequently incurred by the such indemnified party party, in connection with such the defense unless (A) thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party has agreed party, unless such expenses have been specifically authorized in writing to pay such feesby the indemnifying party, costs and expenses, (B) the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, indemnified party and the indemnifying party fails by the same counsel would be inappropriate due to employ actual or potential differing interests between them, in each of which cases the fees of counsel reasonably acceptable to for the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen will be paid by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 8 is held by a court of competent jurisdiction unavailable or insufficient to be unavailable to, or unenforceable by, hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losslosses, claimclaims, actiondamages, damage, liability or expense liabilities (or action in respect thereof) referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability or expense liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company and the indemnifying partyholder or holders from this Agreement and from the offering of the shares of Common Stock. If If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, the 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 the such relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Company and the indemnifying partyholders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to holder and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company and the holders agree that it would not be just and equitable if contribution pursuant to this Agreement Section 8(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method or of allocation that does not take into account the equitable considerations referred to above in this subsection (e). Except as provided in Section 8(c), 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 Section 11(d). In no event 8(d) shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received include any legal or other expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigation or defending any such obligation to contributeaction or claim. No indemnified party person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (e) The provisions obligations of the Company under this Section 11 8 shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party liability that the Company may otherwise have and shall survive extend, upon the Transfer same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any Registrable Securities by any Holderliability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company or any of its subsidiaries such securities, (iii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls Act) any such Holder or Controlling underwriter (any of the Persons referred to in this clause (iii) being hereinafter referred to as a "controlling Person"), and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling Person (each of any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that such Holder sold Securities Act to a Person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or necessary to make the statements made in the same not misleadingsupplemented, but, in the case of each of clauses (i) and (ii), only to the extent that would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of and employ counsel, or (iii) the named parties to any such claim or action within a reasonable time after receipt of notice of such claim or action, (Cincluding any implied parties) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons; and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) Each Holder of Restricted Securities covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers and any settlement Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with ---- respect to actions based on information relating to such claim Holder furnished in writing by or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term behalf of such judgment Holder expressly for use in any Registration Statement or settlement Prospectus, and (ii) to the giving extent of the gross proceeds, if any, received by such Purchaser from the claimant sale or plaintiff in other disposition of his or its Restricted Securities covered by such judgment Registration Statement. In case any action or settlement to proceeding shall be brought against the Company or its directors or officers or any such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability controlling Person in respect of which indemnity may be sought against a Holder of Restricted Securities covered by any Registration Statement, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.7(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling Person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedeach Holder by Section 2.7(a). (dc) If the indemnification provided for in this Section 11 2.7 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying partyparty (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities, or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and such Holder in connection with the indemnifying partystatements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, such Holder 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 indemnifying party Company or by such Holder and the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.7(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and each Holder of Restricted Securities covered by any Registration Statement agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.7(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d2.7(c). In , no event Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party Person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity and contribution provisions of contained in this Section 11 shall remain 2.7 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying Person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any HolderPersons referred to above.

Indemnification; Contribution. (a) The Company shallagrees, to the fullest extent permitted by law, to indemnify and hold harmless each Holder of Registrable Securitiesand each Person, if any, who controls any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities and expenses, joint damages or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expensesliabilities, joint or several, to which they or any of them may become subject under the Securities ActAct or otherwise ("Indemnified Holder"), and to reimburse the Exchange ActHolders and such controlling Person or Persons, if any, for any state blue sky securities lawslegal or other expenses incurred by them in connection with defending any action, any equivalent non-U.S. securities laws suit or otherwiseproceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, actions, damages, liabilities or expenses actions, suits or proceedings (including governmental investigations) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Shelf Registration Statement, Prospectusor, preliminary Prospectusif any Shelf Registration Statement shall be amended or supplemented, free writing prospectus (in the Shelf Registration Statement as defined in Rule 405 under the Securities Act so amended or any successor rule to Rule 405) supplemented, or any amendment arise out of or supplement to the same or (ii) are based upon any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butexcept insofar as such losses, in the case claims, damages, liabilities or actions arise out of each of clauses (i) and (ii), only to the extent that or are based upon any such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission which was made in such the Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by any Holder expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), and the covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any Person, and the indemnity agreement contained in this Section 4 shall survive any termination of this Agreement. The liabilities of the Company in this Section 4 are in addition to any other liabilities of the Company under this Agreement or otherwise. (b) Each Holder agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to alleged untrue statements or omissions made in the Shelf Registration Statement or in the Shelf Registration Statement, Prospectusas amended or supplemented (if applicable), preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liabilitytherein. The obligation to indemnify pursuant to indemnity agreement on the part of each Holder contained in this Section 11(b4(b) shall be individual remain in full force and severaleffect regardless of any investigation made by or on behalf of the Company or any other Person, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b4(b) shall not apply to amounts paid in settlement survive any termination of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havethis Agreement. (c) Any If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against any person as to which indemnity may be sought under Section 4(a) or 4(b) hereof, such Person entitled (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after any assertion of such claim threatening to indemnification pursuant to this Agreement institute an action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall give prompt written notice have been served with a summons or other first legal process, giving information as to the indemnifying party nature and basis of any claim with respect to which it seeks indemnificationthe claim. Notwithstanding the previous sentence, any failure or delay Failure to so notify the indemnifying party Indemnifying Person shall not not, however, relieve the indemnifying party Indemnifying Person from any liability which it may have on account of its obligations the indemnity under this Agreement, except Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyimmediately succeeding sentence, the indemnifying party Indemnifying Person shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, assume the defense of any such claim litigation or actionproceeding, including the employment of counsel and the payment of all expenses, with such counsel reasonably acceptable being designated, subject to the indemnified party. Notwithstanding the previous immediately succeeding sentence, any in writing by a majority in principal amount of the Holders in the case of parties indemnified party pursuant to Section 4(b) hereof and by the Company in the case of parties indemnified pursuant to Section 4(a) hereof. Any Indemnified Person shall continue to be entitled have the right to participate in the defense of such claim litigation or action, with counsel of proceeding and to retain its own choicecounsel, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs fees and expenses subsequently incurred of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the indemnified party same counsel would be inappropriate due to actual or likely conflicts of interest between them, in connection with either of which cases the reasonable fees and expenses of counsel (including disbursements) for such defense unless Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (Aii) above, and the indemnifying party has agreed Indemnified Persons have participated in writing the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any of them, are found to pay be solely liable, such fees, costs Indemnified Person shall repay to the Indemnifying Parties such fees and expenses, (B) the indemnifying party has failed to assume the defense expenses of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed separate counsel as the defense of such claim or action, Indemnifying Person shall have reimbursed. It is understood that the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shallIndemnifying Person shall not, in connection with any one claim litigation or action or separate but substantially similar proceeding or related actions litigation or proceedings in the same jurisdiction arising out of as to which the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is Indemnified Persons are entitled to indemnification pursuant to this Agreement without the consent of the indemnified partysuch separate representation, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Persons of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In furtherance of the requirement above that fees and expenses of any amount paid or payable or incurred separate counsel for the Indemnified Persons shall be reasonable, the Holders and the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Persons pursuant to or clause (ii) of the preceding paragraph, the Indemnified Persons shall in connection with any judgment entered or settlement effected good faith fully consult with the Indemnifying Person in advance as to the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The Indemnifying Person shall not be liable for any settlement of any litigation or proceeding effected without the written consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (Indemnifying Person, but if settled with such consent not or if there be a final judgment against the Indemnified Person, the Indemnifying Person agrees, subject to be unreasonably withheldthe provisions of this Section 4, conditioned to indemnify the Indemnified Person from and against any loss, damage, liability or delayed)expenses by reason of such settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Persons, effect any settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) If the indemnification provided for in this Section 11 4 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, insufficient to hold harmless an indemnified party Indemnified Person under this Section 4 in respect of any losslosses, claimclaims, actiondamages or liabilities (or actions, damage, liability suits or expense proceedings (including governmental investigations) in respect thereof) referred to in therein, then each Indemnifying Person under this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, 4 shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losslosses, claimclaims, action, damage, liability damages or expense liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Indemnifying Person on the one hand and the indemnifying partyIndemnified Person on the other from the sale of the Registrable Securities. If If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, the indemnifying party then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only the such relative benefits referred to in the preceding sentence but also the relative fault of each Indemnifying Person, if any, on the indemnified party one hand and the indemnifying partyIndemnified Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by Company on the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party one hand or the indemnified party. The relative fault shall also be determined by reference to Holders on the other and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Agreement Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)4. In The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no event Holder shall be required to contribute any amount greater than the excess of the amount by which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually total received by such Holder in with respect to the sale of its Registrable Securities that gives rise pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such obligation Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to contributepay by reason of such untrue or alleged untrue statement or omission or alleged omission. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The provisions of Holders' obligations in this Section 11 4 to contribute are several in proportion to their respective obligations and not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party the Company or any officerHolder, director or controlling person of such indemnified party and shall survive the Transfer any termination of any Registrable Securities by any Holderthis Agreement.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, holder and each other Personaffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, if any, who acts on behalf of or controls under any such Holder Blue Sky Law or Controlling Person (each of the foregoing, a “Covered Person”) regulation against any losses, claims, actions, damages, liabilities and expensesor liabilities, joint or several, to which such Covered Person holder may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementpreliminary prospectus, Prospectusregistration statement, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto, or any document incorporated by reference in arise out of or are based upon the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company misleading, and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall will reimburse each Covered Person such holder and affiliate for any legal or other expenses reasonably incurred by such Covered Person holder in connection with investigating, investigating or defending or settling any such lossaction or claim regardless of the negligence of any such holder or affiliate; provided, claimhowever, action, damage or liability. Notwithstanding the previous sentence, that the Company shall not be so liable in any such case to the extent that any such loss, claim, action, damage, or liability or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus or any such amendment or supplement to or any document incorporated by reference in the same thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by any such Covered Person holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise havetherein. (b) In connection with any registration in which a Holder Each holder of Registrable Securities is participating, each such Holder shall furnish Common Stock registered pursuant to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, this Agreement will indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person Company against any losses, claims, actions, damages, or liabilities and expenses, joint or several, to which they or any of them the Company may become subject subject, under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany preliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement thereto, or arise out of or supplement to are based upon the same or (ii) any omission or alleged omission of to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butin each case to the extent, in the case of each of clauses (i) and (ii), but only to the extent extent, that such untrue statement or alleged untrue statement, statement or omission or alleged omission, is omission was made in such Registration Statementany preliminary prospectus, Prospectusregistration statement or prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havetherein. (c) Any Person entitled Promptly after receipt by an indemnified party under Sections 7(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to indemnification pursuant to this Agreement shall give prompt written notice to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of any claim with respect the commencement thereof; but the omission so to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, commencement thereof the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, assume the defense of any such claim or action, with counsel reasonably acceptable thereof by notice in writing to the indemnified party. Notwithstanding After notice from the previous sentence, any indemnifying party to such indemnified party shall continue of its election to be entitled to participate in assume the defense of such claim or actionthereof, with counsel of its own choice, but the indemnifying party shall not be obligated liable to reimburse the such indemnified party under either of such subsections for any feeslegal expenses of other counsel or any other expense, costs and expenses in each case subsequently incurred by the such indemnified party party, in connection with such the defense unless (A) thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party has agreed party, unless such expenses have been specifically authorized in writing to pay such feesby the indemnifying party, costs and expenses, (B) the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, indemnified party and the indemnifying party fails by the same counsel would be inappropriate due to employ actual or potential differing interests between them, in each of which cases the fees of counsel reasonably acceptable to for the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen will be paid by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 7 is held by a court of competent jurisdiction unavailable or insufficient to be unavailable to, or unenforceable by, hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any losslosses, claimclaims, actiondamages, damage, liability or expense liabilities (or action in respect thereof) referred to in this Section 11therein, then the applicable each indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability or expense liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company and the indemnifying partyholder or holders from this Agreement and from the offering of the shares of Common Stock. If If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, the 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 the such relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Company and the indemnifying partyholders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to holder and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company and the holders agree that it would not be just and equitable if contribution pursuant to this Agreement Section 7(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method or of allocation that does not take into account the equitable considerations referred to above in this subsection (d). Except as provided in Section 7(c), 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 Section 11(d). In no event 7(d) shall the amount which a Holder of Registrable Securities may be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received include any legal or other expenses reasonably incurred by such Holder indemnified party in the sale of Registrable Securities that gives rise to connection with investigation or defending any such obligation to contributeaction or claim. No indemnified party person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 7(d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (e) The provisions obligations of the Company under this Section 11 7 shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party liability that the Company may otherwise have and shall survive extend, upon the Transfer same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 7 shall be in addition to any Registrable Securities by any Holderliability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company shall, Agilent and World Trade jointly and severally agree to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board membersaffiliates, directors, officers, trustees, managers, members, employees, agents, Affiliates agents and shareholders, controlling persons (▇▇▇▇▇▇▇ ▇▇▇▇▇ and each such other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a person being an “Covered PersonIndemnified Party”) from and against any and all losses, claims, actions, damages, liabilities damages and expensesliabilities, joint or several, to which such Covered Person may become Indemnified Party becomes subject under the Securities Actany applicable law, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities otherwise related to or expenses arise arising out of or are based upon in connection with (ia) any Refinancing or any other transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in any information (whether oral or incorporated written) or documents furnished or made available by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act World Trade or Agilent or any successor rule of their affiliates or the relevant issuer or obligor under any Refinancing, directly or through ▇▇▇▇▇▇▇ ▇▇▇▇▇, to Rule 405) any holder of securities placed or underwritten by ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any amendment of its affiliates in connection with any Refinancing or supplement otherwise contemplated pursuant to this Agreement or any document incorporated by reference in the same, (ii) any omission or the alleged omission of to state therein a material fact required to be stated necessary in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary order to make the statements made therein not misleading, in light of the circumstances under which they were made; provided, however, that neither Agilent nor World Trade shall be liable, in the same not misleading or case of this clause (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In additionb), the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any losssuch losses, claimclaims, action, damage, liability damages or expense arises liabilities arise out of or is are based upon any on such untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same therein in reliance upon, upon and in conformity with, with written information prepared and relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or the relevant affiliate thereof) furnished to the Company Agilent or World Trade by such Covered Person ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in such Registration Statement, Prospectus, preliminary Prospectus therein. In no event shall Agilent or free writing prospectus. This indemnity shall World Trade be liable for fees and expenses of more than one counsel (in addition to any liability the Company may otherwise have. (blocal counsel) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests separate from their own counsel for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, all Indemnified Parties in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances allegations or allegationscircumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or enter into or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement relating or judgment. Agilent and World Trade further jointly and severally agree not to such assert any claim against any Indemnified Party for consequential, punitive or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations exemplary damages on any indemnified party and includes as an unconditional term theory of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (a) of the foregoing indemnification provision to the extent that any judgment entered loss, claim, damage, liability or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 expense is held finally determined by a court of competent jurisdiction to be unavailable tohave resulted primarily from such Indemnified Party’s bad faith, gross negligence or unenforceable by, willful misconduct. If the indemnification of an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to Indemnified Party provided for in this Section 11Agreement is for any reason held unenforceable, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall Agilent and World Trade jointly and severally agree to contribute to the amount paid losses, claims, damages or payable by liabilities for which such indemnified party as a result of such loss, claim, action, damage, liability or expense indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits received by to World Trade and Agilent, on the indemnified party one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the indemnifying party. If other hand, of any Refinancing, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the indemnified party and the indemnifying partyother hand, as well as any other relevant equitable considerations. The Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative fault of the indemnifying partybenefits to World Trade and Agilent, on the one hand, and of the indemnified partyto ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the other hand, shall be determined deemed to be in the same proportion that the total value received or contemplated to be received 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 indemnifying party or by the indemnified party, whether the violation of the Securities Act or World Trade and/or Agilent in any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable Refinancing bears to the Companyfees paid or to be paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇ under any commitment letter or engagement letter, andas the case may be, relating with respect to any action or inaction required of the Company in connection with any registration of securitiessuch Refinancing; provided, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference however, that, to the parties’ relative intentextent permitted by applicable law, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may Indemnified Parties be obligated required to contribute pursuant in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such transaction to this Section 11(d) exceed ▇▇▇▇▇▇▇ ▇▇▇▇▇. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an amount equal Indemnified Party may have. Agilent and World Trade jointly and severally agree that, without ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the net proceeds (after deducting Selling Expenses) actually received by such Holder entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The indemnification provisions of this Section 11 shall remain Agreement (whether or not ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in full force form and effect regardless substance satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any investigation made statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any officerof its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, director World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel. In the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or controlling person an affiliate of such indemnified party ▇▇▇▇▇▇▇ ▇▇▇▇▇) acts as underwriter or placement agent in connection with a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof or acts as arranger under any credit facilities or any other financing contemplated under Section 4(d) hereof, the indemnification and contribution provisions set forth in the related placement agreement, underwriting agreement or credit facilities, as the case may be, shall survive supersede and replace the Transfer provisions of any Registrable Securities by any Holderthis Section 6 in all respects.