Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. The Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

Indemnification; Exculpation. The Company agrees to indemnify (a) PubCo will, and PubCo will cause each of its subsidiaries to, jointly and severally indemnify, exonerate and hold the Holders and each of their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Holder Indemnitees”) free and harmless the Indemnified Parties from and against any and all actions, causes of action, suits, claims, damagesliabilities, losses, liabilities damages and costs and out-of-pocket expenses in connection therewith (including, without limitation, including reasonable attorneys’ fees and disbursements expenses) incurred by the Holder Indemnitees or any of counselthem before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in connection with any way relating to, (i) any Holder’s or relating its Affiliates’ ownership of Equity Securities of PubCo or control or ability to this Agreement, the Definitive Documentation, influence PubCo or the transactions contemplated hereby or thereby, solely any of its subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Definitive Documentation Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Holder Indemnitee or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim its Affiliates or other proceeding relating related Persons or the breach of any fiduciary or other duty or obligation of such Holder Indemnitee to any of the foregoingits direct or indirect equity holders, irrespective of whether the transactions contemplated hereby are consummatedcreditors or Affiliates, except (y) to the extent such claimcontrol or the ability to control PubCo or any of its subsidiaries derives from such Holder’s or its Affiliates’ capacity as an officer or director of PubCo or any of its subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), damage(ii) the business, lossoperations, liabilityproperties, assets or expense other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is found permissible under applicable Law. For the purposes of this Section 5.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) which case to the Company extent any such limitation is so determined to apply to any Holder Indemnitee as to any previously advanced indemnity payments made by PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Holder Indemnitee to PubCo and its subsidiaries. The rights of any Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or regulation or under the organizational or governing documents of PubCo or its subsidiaries. (b) PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Holder Indemnitee for or all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the transactions contemplated herebydefense of any Action for which the Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.13, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. PubCo or its subsidiaries, in the defense of any Action for which a Holder Indemnitee would be liable on any theory entitled to indemnification under the terms of liability for any specialthis Section 5.13, indirectmay, consequential or punitive damages. Without without the prior written consent of the Indemnified Partiessuch Holder Indemnitee, the Company agrees that it will not consent to entry of any judgment or enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement if and the Convertible Preferred Equity Offering, unless such settlement only if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Holder Indemnitee of an explicit and unconditional release from the party bringing all liability with respect to such lawsuitAction, claim (ii) does not impose any limitations (equitable or other proceeding of all Indemnified Parties otherwise) on such Holder Indemnitee, and (iiiii) does not include a statement as to or an admission of fault, culpability, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall such Holder Indemnitee, and provided, that the only penalty imposed in connection with such settlement is a monetary payment that will be liable for any damages arising from the use paid in full by unauthorized persons of any information made available PubCo or its subsidiaries. (c) PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Parties by Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the Company terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its representatives through electronicsubsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, telecommunications (iv) the Laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other information transmission systems that is intercepted by organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such persons. No Indemnified Party shall settle Holder Indemnitee (or its Affiliates) may have from any lawsuitcorporation, claimlimited liability company, partnership, joint venture, trust, employee benefit plan or other proceeding arising out enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the Definitive Documentationterm “Jointly Indemnifiable Claims” shall be broadly construed and shall include, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoinglimitation, an any Indemnified Party Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no indemnification by the Company event shall any Holder Indemnitee be liable to PubCo or any of its subsidiaries for any claimact, damagealleged act, lossomission or alleged omission that does not constitute willful misconduct or fraud of such Holder Indemnitee as determined by a final, liabilitynonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.13, the term Holder Indemnitees shall not include any Holder or expense incurred by its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or asserted any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer or awarded against director of PubCo or any of its subsidiaries in such Indemnified Party for capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of PubCo and its subsidiaries. (f) The rights of any violation Holder Indemnitee to indemnification pursuant to this Section 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law by such Indemnified Partyor regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such Person (or a Person for whom such Person is the legal representative or a director, officer or employee) is or was a Person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a Person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the Persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be Liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be Contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have resulted from been invalidated. (b) Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnified Party’s bad faith, actual fraud, gross negligence losses or willful misconduct. In no event, however, shall Liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyMembers.

Indemnification; Exculpation. (a) The managers and officers of the Company agrees shall be indemnified as of right to indemnify and hold harmless the Indemnified Parties from and against fullest extent not prohibited by law in connection with any and all claimsactual or threatened action, damagessuit or proceeding, lossescivil, liabilities and expenses criminal, administrative, investigative or other (including, without limitation, fees and disbursements of counsel), that may be incurred whether brought by or asserted in the right of the Company or awarded against any Indemnified Party, in each case otherwise) arising out of their service to the Company or to another corporation, partnership, joint venture, trust or other enterprise at the request of the Company; provided, however, that the Company shall not indemnify any manager or officer in connection with a proceeding (or relating part thereof) initiated by such manager or officer (other than a proceeding to enforce such person’s rights to indemnification under this Agreement, Section) unless such proceeding (or part thereof) was authorized by the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds Board. (b) Employees of the Commitments, Company who are not managers or any claim, litigation, investigation or proceeding relating to any officers of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses be indemnified as of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it right in connection with investigatingany actual or threatened action, preparing to defend suit or defendingproceeding, or providing evidence in or preparing to serve or serving as a witness with respect tocivil, any lawsuitcriminal, investigationadministrative, claim investigative or other proceeding relating to any (whether brought by or in the right of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort Company or otherwise) arising out of their service to the Company or to another enterprise at the request of the Company if, as determined by the Company in its sole discretion, such employee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that the Company shall not indemnify an employee in connection with a proceeding (or part thereof) initiated by such employee (other than a proceeding to enforce such person’s rights to indemnification under this Section) unless such proceeding (or part thereof) was authorized by the Board. (c) The Company may indemnify agents of the Company who are not managers, officers or employees of the Company with such scope and effect as determined by the Company. (d) As soon as practicable after receipt by any person entitled to indemnification hereunder of actual knowledge of any action, suit or proceeding, such indemnified person shall notify the Company thereof if a claim for indemnification in respect thereof may be or is being made by such indemnified person against the Company under this Section. With respect to any such action, suit or proceeding, the Company will be entitled to participate therein at its own expense and may assume the defense thereof. After the Company notifies the indemnified person of its election to so assume the defense, the Company will not be liable to the indemnified person under this Section for any legal or other expenses subsequently incurred by the indemnified person in connection with the transactions contemplated hereby, except defense. The Company shall not be obligated to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability indemnify an indemnified person under this Section for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any amounts paid in settlement of any lawsuitaction or claim effected without its written consent. (e) The Company may purchase and maintain insurance to protect itself and any manager, claim officer, agent or other proceeding arising out employee against any liability asserted against and incurred by him or her in respect of such service, whether or not the Company would have the power to indemnify him or her against such liability by law or under the provisions of this AgreementSection. The provisions of this Section shall be applicable to persons who have ceased to be managers, the Definitive Documentationofficers, or the transactions contemplated hereby or therebyagents, solely and employees and shall inure to the extent such Definitive Documentation benefit of the heirs, executors and administrators of persons entitled to indemnity hereunder. Indemnification under this Section shall include the right to be paid expenses incurred in advance of the final disposition of any action, suit or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offeringproceeding for which indemnification is provided, unless such settlement (i) includes upon receipt of an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of any Indemnified Party. No Indemnified Party the indemnified person to repay such amount if it ultimately shall be liable for any damages arising from the use by unauthorized persons of any information made available determined that he or she is not entitled to the Indemnified Parties be indemnified by the Company or any of its representatives through electronicCompany; provided, telecommunications or other information transmission systems however, that is intercepted by such persons. No Indemnified Party the indemnified person shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by reimburse the Company for any claimamounts paid by the Company as indemnification of expenses to the extent the indemnified person receives payment for the same expenses from any insurance carrier or from another party. The indemnification rights granted herein are not intended to be exclusive of any other rights to which those seeking indemnification may be entitled and the Company may enter into contractual agreements with any manager, damageofficer, lossagent or employee to provide such individual with indemnification rights as set forth in such agreement or agreements, liabilitywhich rights shall be in addition to the rights set forth in this Section. The provisions of this Section shall be applicable to actions, suits or expense incurred by proceedings commenced after the adoption hereof, whether arising from acts or asserted omissions occurring before or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyafter the adoption hereof.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify indemnify, reimburse and hold harmless any Person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds Person by reason of the Commitments, fact that such Person is or any claim, litigation, investigation or proceeding relating to any was a member of the foregoingCompany, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm or was serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend an officer or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any authorized person of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential is or punitive damages. Without was serving at the prior written consent request of the Company as an officer, manager, director, principal, member, partner, employee or agent of another legal entity, joint venture or other enterprise. Expenses, including attorneys’ fees, incurred by any such Indemnified Parties, Person in defending a proceeding shall be paid by the Company agrees that it will not enter into in advance of the final disposition of such proceeding, including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of any such Indemnified PartyPerson to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. No Indemnified Party shall be liable for any damages arising from The Company may, by action of the use by unauthorized persons Member, provide indemnification to employees and agents of any information made available the Company with the same scope and effect as the foregoing indemnification of members, officers and authorized persons. (b) Notwithstanding anything contained herein to the Indemnified Parties contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall not be required to make additional Capital Contributions to help satisfy such indemnity of the Company. (c) The Company hereby acknowledges that certain persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such person serves as a manager, member, officer, employee or agent. The Company hereby agrees and acknowledges that notwithstanding any such rights that a person may have with respect to any Other Indemnitor(s), (i) the Company is the indemnitor of its representatives through electronicfirst resort with respect to all persons and all obligations to indemnify and provide advancement of expenses to persons, telecommunications or other information transmission systems that is intercepted (ii) the Company shall be required to indemnify and advance the full amount of expenses incurred by such persons. No Indemnified Party shall settle any lawsuit, claim, to the fullest extent required by law. (d) If a claim for indemnification or other proceeding arising out payment of expenses under this AgreementSection 7 is not paid in full within thirty (30) days after a written claim therefor has been received by the Company, the Definitive Documentationclaimant may file suit to recover the unpaid amount of such claim and, or to the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoingextent permitted by law, an Indemnified Party shall be entitled to no be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification by or payment of expenses under applicable law. (e) None of the Indemnified Persons shall be liable to the Member or the Company for any claim, damage, loss, liabilitymistakes of judgment, or expense incurred by for action or asserted inaction, taken in good faith, or awarded against for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. (f) The right to indemnification and the advancement and payment of expenses conferred in this Section 7 shall not be exclusive of any other right which an Indemnified Party for Person may have or hereafter acquire under any violation law (common or statutory), agreement, vote of Law by such Indemnified Partythe Member or otherwise.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under this Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under this Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have resulted from been invalidated. (b) Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnified Party’s bad faith, actual fraud, gross negligence losses or willful misconduct. In no event, however, shall liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyMembers.

Indemnification; Exculpation. 6.1.1 The Company agrees to indemnify will indemnify, exonerate and hold the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless the Indemnified Parties from and against any and all claimsActions, damagesliabilities, losses, liabilities damages and reasonable and documented costs and out-of-pocket expenses in connection therewith (including, without limitation, including reasonable and documented attorneys’ fees and disbursements expenses) incurred by the Sponsor Indemnitees or any of counselthem (collectively, the “Indemnified Liabilities”), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any Action arising directly or indirectly out of, or in connection with any way relating to, a Business Combination and any agreements, transactions or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely filings related thereto (other than any Indemnified Liabilities (x) to the extent such Definitive Documentation Indemnified Liabilities are directly caused by the breach by such Sponsor Indemnitee of any fiduciary or transactions contemplated thereby relate other duty or obligation of such Sponsor Indemnitee to this Agreement and the Convertible Preferred Equity Offeringits direct or indirect equityholders, any use made creditors or proposed to be made with the proceeds of the Commitmentsaffiliates, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Partiesy) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claimIndemnified Liabilities are directly caused by such Person’s willful misconduct); provided, damagehowever, lossthat if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, liabilitythe Company (including any parent or other successor to the Company) will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable Law. For the purposes of this Section 6.1, or expense is found none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) which case to the extent any such limitation is so determined to apply to any Sponsor Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to the Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of the Company or its Subsidiaries. Each party hereto agrees that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement. 6.1.2 The Company will reimburse any Sponsor Indemnitee for or all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the transactions contemplated herebydefense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Article VI, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. The Company, in the defense of any Action for which a Sponsor Indemnitee would be liable on any theory entitled to indemnification under the terms of liability for any specialthis Article VI, indirectmay, consequential or punitive damages. Without without the prior written consent of the Indemnified Partiessuch Sponsor Indemnitee, the Company agrees that it will not consent to entry of any judgment or enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement if and the Convertible Preferred Equity Offering, unless such settlement only if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor Indemnitee of an explicit and unconditional release from the party bringing all liability with respect to such lawsuitAction, claim (ii) does not impose any limitations (equitable or other proceeding of all Indemnified Parties otherwise) on such Sponsor Indemnitee, and (iiiii) does not include a statement as to or an admission of fault, culpability, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party such Sponsor Indemnitee, and provided that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by the Company. 6.1.3 The Company acknowledges and agrees that the Company shall be liable fully and primarily responsible for the payment to any damages arising Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Companies Act (As Revised) of the Cayman Islands and the Laws of any applicable jurisdiction of incorporation or organization, each as amended, (ii) any director indemnification agreement and (iii) this Agreement, any other agreement between the Company and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, ((i) through (iii) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or the insurer under and pursuant to any insurance policy of the Company) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the use by unauthorized persons Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of the Company under the Indemnification Sources. In the event that any information made available of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall reimburse the Indemnitee-Related Entity making such payment to the Indemnified Parties extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company or any pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of its representatives through electronicthe outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against the Company and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, telecommunications or other information transmission systems including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees that is intercepted by each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1.4 as though each such personsIndemnitee-Related Entity were a party to this Agreement. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out For purposes of this AgreementSection 6.1.4, the Definitive Documentationterm “Jointly Indemnifiable Claims” shall be broadly construed and shall include, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoinglimitation, an any Indemnified Party Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the Company pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. 6.1.4 In no indemnification by event shall any Sponsor Indemnitee be liable to the Company for any claimact, damagealleged act, lossomission or alleged omission that does not constitute willful misconduct, liabilitydishonesty or fraud of such Sponsor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. 6.1.5 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.1 will be in addition to any other rights any such Person may have under any other section of this Agreement or expense incurred by any other agreement or asserted instrument to which such Sponsor Indemnitee is or awarded against such Indemnified Party for any violation becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of Law by such Indemnified Partythe Company.

Indemnification; Exculpation. (a) The Company agrees to shall defend, indemnify and hold harmless each Investor and its respective Affiliates, partners, employees, agents, directors, managers, officers and controlling Persons (collectively, the “Indemnified Parties Parties”) from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages, lossescosts, liabilities and expenses expenses, or obligations of any kind or nature (includingwhether accrued or fixed, without limitation, absolute or contingent) in connection therewith (including reasonable attorneys’ fees and disbursements of counsel), that may be expenses) incurred by the Indemnified Parties before or asserted after the date of this Agreement (each, an “Action”) arising directly or awarded against any Indemnified Partyindirectly out of, in each case arising out of or in connection with any way relating to, (i) shares of Common Stock or relating other equity securities of the Company Beneficially Owned by such Investor or its Affiliates or control or ability to this Agreement, influence the Definitive Documentation, Company or the transactions contemplated hereby or thereby, solely any of its subsidiaries (other than any such Actions (x) to the extent such Definitive Documentation or transactions contemplated thereby relate to Actions arise out of any breach of this Agreement by an Indemnified Party or its Affiliates or the breach of any fiduciary or other duty or obligation of such Indemnified Party to its direct or indirect equity holders, creditors or Affiliates or (y) to the extent such Actions are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its subsidiaries or (iii) any services provided prior, on or after the date of this Agreement by any Investor or its Affiliates to the Company or any of its subsidiaries. The Company shall defend at its own cost and expense in respect of any Action which may be brought against the Company and/or its Affiliates and the Convertible Preferred Equity OfferingIndemnified Parties. The Company shall defend at its own cost and expense any and all Actions which may be brought in which the Indemnified Parties may be impleaded with others upon any Action by the Indemnified Parties, any use made or proposed except that if such damage shall be proven to be made with the proceeds direct result of the Commitmentsgross negligence, bad faith or any claim, litigation, investigation or proceeding relating to willful misconduct by any of the foregoingIndemnified Parties, regardless then such Indemnified Party shall reimburse the Company for the costs of whether defense and other costs incurred by the Company in proportion to such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party is of any Action or the commencement of any Action, the Company shall be entitled to participate in such Action and in the investigation of such Action and, after written notice from the Company to such Indemnified Party, to assume the investigation or defense of such Action with counsel of the Company’s choice at the Company’s expense; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the contrary contained herein, the Company may retain one firm of counsel to represent all Indemnified Parties in such Action; provided, however, that the Indemnified Party shall have the right to employ a party thereto, single firm of separate counsel (and any necessary local counsel) and to participate in the defense or investigation of such Action and the Company shall reimburse each bear the expense of such separate counsel (and local counsel, if applicable), if (x) in the opinion of counsel to the Indemnified Party upon demand for reasonable fees and expenses use of counsel of the Company’s choice could reasonably be expected to give rise to a conflict of interest, (whichy) the Company shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such Action or (z) the Company shall authorize the Indemnified Party to employ separate counsel at the Company’s expense. The Company further agrees that with respect to any Indemnified Party who is employed, so long retained or otherwise associated with, or appointed or nominated by, any Investor or any of its Affiliates and who acts or serves as there are no conflicts among a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its subsidiaries, that the Company or such Indemnified Partiessubsidiaries, as applicable, shall be limited primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to one law firm serving as counsel for such Indemnified Party acting in such capacity or capacities on behalf or at the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any request of the foregoingCompany, irrespective of whether the transactions contemplated hereby Indemnity Obligations are consummatedcreated by law, except to the extent such claimorganizational or constituent documents, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability contract (whether direct or indirect, in contract, tort including this Agreement) or otherwise) to the . The Company for or hereby agrees that in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, event shall the Company or any of its subsidiaries have any right or claim against any Investor for contribution or have rights of subrogation against any Investor through an Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information payment made available to the Indemnified Parties by the Company or any of its representatives through electronicsubsidiaries with respect to any Indemnity Obligation. In addition, telecommunications the Company hereby agrees that in the event that any Investor pays or other information transmission systems that is intercepted by such persons. No advances an Indemnified Party shall settle any lawsuitexpenses with respect to an Indemnity Obligation, claimthe Company will, or will cause its subsidiaries to, as applicable, promptly reimburse such Investor respectively, for such payment or advance upon request; subject to the receipt by the Company of a written undertaking executed by the Indemnified Party and such Investor, as applicable, that makes such payment or advance to repay any such amounts if it shall ultimately be determined by a court of competent jurisdiction that such Indemnified Party was not entitled to be indemnified by the Company. The foregoing right to indemnity shall be in addition to any rights that any Indemnified Party may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Section 16, then the Company shall contribute to the amount paid or payable by the Indemnified Party as a result of such Action in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Indemnified Party, as the case may be, on the other proceeding hand, as well as any other relevant equitable considerations. (b) The Company hereby acknowledges that certain of the Indemnified Parties have certain rights to indemnification, advancement of expenses and/or insurance provided by investment funds managed by an Investor or its Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation whether pursuant to or with respect to this Agreement, the organizational documents of the Company or any of its subsidiaries or any other agreement, as applicable, (i) that the Company and its subsidiaries are the indemnitor of first resort (i.e., their obligations to the Indemnified Parties are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for claims, expenses or obligations arising out of the same or similar facts and circumstances suffered by any Indemnified Party are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by any Indemnified Party and shall be liable for the full amount of all expenses, liabilities, obligations, judgments, penalties, fines, and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent organizational documents of the Company (such consent not or any of its subsidiaries or any other agreement, as applicable, without regard to be unreasonably withheld or delayed). Notwithstanding the foregoing, an any rights any Indemnified Party shall be entitled to may have against the Fund Indemnitors, and (iii) that the Company, on behalf of itself and each of its subsidiaries, irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all Actions against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no indemnification advancement or payment by the Company for Fund Indemnitors on behalf of any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party with respect to any Action for which any violation Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of Law by contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any Indemnified PartyParty against the Company. The Company agrees that the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 17.

Indemnification; Exculpation. The (a) None of the Member, any Director, any Officer, or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 18 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party such liability or expense is paid or incurred, if (i) the Indemnitee acted in good faith and in a party theretomanner such Indemnitee reasonably believed to be in, or not opposed to, the interests of the Company, and (ii) the Indemnitee's conduct would entitle him to indemnification hereunder. The termination of any Proceeding by judgment, order, settlement or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified in clause (i) or (ii) above. (b) Expenses (including reasonable attorneys' fees and disbursements) incurred in defending any Proceeding shall be advanced by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder. (c) The indemnification provided by this Section 18 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both (i) as to action in the Indemnitee's capacity as an Indemnitee and (ii) as to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. (d) The Company may purchase and maintain insurance on behalf of one or more Indemnitees and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Company's activities. (e) Any indemnification hereunder shall be satisfied only out of the assets of the Company (including insurance and any agreements pursuant to which the Company, its officers or employees are entitled to indemnification), and the Indemnitees shall not, in such capacity, be subject to personal liability by reason of these indemnification provisions. For the avoidance of doubt, the Member shall not be required to make a capital contribution to the Company to satisfy the Company's indemnification obligation hereunder. (f) An Indemnitee shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall not be limited to one law firm serving as counsel for denied indemnification in whole or in part under this Section 18 because the Indemnified Parties) and other expenses incurred by it Indemnitee had an interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness the transaction with respect to, any lawsuit, investigation, claim or other proceeding relating to any which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) Promptly after receipt by an Indemnitee of notice of the foregoingcommencement of any action or proceeding or threatened action or proceeding involving a claim referred to in the preceding paragraphs of this Section 18, irrespective such Indemnitee, if a claim for indemnification in respect thereof is to be made against the Company, will give written notice to the Board of whether the transactions contemplated hereby are consummatedcommencement of such action; provided, however, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Company of its obligations hereunder, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to that the Company for or is actually prejudiced by such failure to give notice. (h) If any such action is brought against an Indemnitee, the Company will be entitled to participate in connection with and to assume the transactions contemplated hereby, except defense thereof to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall that the Company or any Indemnified Party be liable on any theory of liability for any specialmay wish, indirect, consequential or punitive damageswith counsel reasonably satisfactory to such Indemnitee. Without After notice from the prior written consent Company to such Indemnitee of the Indemnified PartiesCompany's election so to assume the defense thereof, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted expenses subsequently incurred by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby Indemnitee without the prior written consent of the Company (such consent in connection with the defense thereof. Any Indemnitee seeking indemnification hereunder shall fully cooperate with the Company in the defense of any claim and, if the Company elects not to be unreasonably withheld assume the defense thereof, such Indemnitee shall use its best efforts to defend such claim. The Company will not consent to entry of any judgment or delayed). Notwithstanding enter into any settlement that does not include as an unconditional term thereof the foregoing, an Indemnified Party shall be entitled to no indemnification giving by the Company claimant or plaintiff to such Indemnitee of a release from all liability in respect of such claim or litigation. (i) The provisions of this Section 18 are for the benefit of each Indemnitee and his or her heirs, successors, assigns, administrators and personal representatives, and shall not be deemed to create any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party rights for the benefit of any violation of Law by such Indemnified Partyother Persons.

Indemnification; Exculpation. i. The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such Person (or a Person for whom such Person is the legal representative or a director, officer or employee) is or was a Person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a Person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the Persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be Liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be Contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have resulted from been invalidated. ii. Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnified Party’s bad faith, actual fraud, gross negligence losses or willful misconduct. In no event, however, shall Liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyMembers.

Indemnification; Exculpation. The Company 6.3.1 From and after the Closing Date, PubCo agrees to indemnify and hold harmless the Indemnified Parties Sponsor and Fosun Fashion Holdings (Cayman) Limited (each, a “Principal Investor”) and their respective directors, officers, partners, members, direct and indirect owners, managers, affiliates and controlling persons (each, an “Principal Investor Indemnitee”) from and against any and all claimsliability, damages, lossesobligations, liabilities costs, fines, injuries and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (includingcollectively, without limitation“Losses”) in connection with claims, actions, suits, proceedings or arbitrations by or involving a third party (including stockholder derivative claims on behalf of PubCo) (“Third Party Claims”) against one or more Principal Investor Indemnitees arising out of, resulting from, or relating to (i) a Principal Investor Indemnitee’s purchase of any securities of PubCo in connection with the Business Combination Closing, (ii) the negotiation or execution of the Business Combination Agreement or the other agreements negotiated or executed in connection therewith or referred to therein or the consummation of the transactions contemplated thereby or (iii) the capacity of any Principal Investor Indemnitee, prior to or at the Business Combination Closing, as a director, officer, manager, affiliate or controlling person of PubCo or any of Principal Investor, as the case may be. Subject to the next two sentences, PubCo shall reimburse each Principal Investor Indemnitee for all reasonable and documented out-of-pocket expenses (including reasonable fees and disbursements of counsel), that may be ) as they are incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend preparing, pursuing or defending, or providing evidence defending any Third Party Claim. The foregoing indemnification and expense reimbursement rights in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except this Section 6.3.1 shall not be available to the extent that (x) any such claimLosses are incurred as a result of such Principal Investor Indemnitee’s gross negligence, damagewillful misconduct or bad faith or (y) subject to the rights of contribution provided for below, lossto the extent indemnification for any Losses would violate any applicable Law or public policy. For purposes of this Section 6.3.1, liability, or expense is found none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable order judgment of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirecteffect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except which case to the extent any such liability limitation is found in a finalso determined to apply to any Principal Investor Indemnitee as to any previously advanced indemnity or expense reimbursement payments made by PubCo under this Section 6.3.1, non-appealable order of a court of competent jurisdiction then such payments shall be promptly repaid by such Principal Investor Indemnitee to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconductPubCo. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement The rights of any lawsuit, claim Principal Investor Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or other proceeding arising out of this Agreement, the Definitive Documentation, instrument to which such Principal Investor Indemnitee is or the transactions contemplated hereby becomes a party or thereby, solely to the extent such Definitive Documentation is or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim otherwise becomes a beneficiary or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Partyunder Law. No Indemnified Party Under no circumstance shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company PubCo or any of its representatives through electronic, telecommunications subsidiaries be entitled to any right of subrogation to or contribution from any Principal Investor Indemnitee or any other Person from which such Principal Investor Indemnitee is indemnified or otherwise recovers and no right of indemnification or other information transmission systems that is intercepted by recovery any Principal Investor Indemnitee may have from such persons. No Indemnified Party other Person shall settle any lawsuit, claim, reduce or other proceeding arising out otherwise alter the rights of this Agreement, the Definitive Documentation, such Principal Investor Indemnitee or the transactions contemplated hereby obligations of PubCo under this Section 6.3.1. Notwithstanding the foregoing, in respect of any Third Party Claim against a Principal Investor Indemnitee, such Principal Investor Indemnitee shall use commercially reasonable efforts to pursue all applicable claims under applicable insurance policies and such Principal Investor Indemnitee recovers proceeds from any such insurance claims, such net proceeds (after deducting any costs of recovery) shall be paid to PubCo up to, but not in excess of the amount actually paid by PubCo on behalf of such Principal Investor Indemnitee in respect of such Third Party Claim. The Principal Investor Indemnitee shall have the right to defend any third party claim with counsel of its own choosing, provided that PubCo will be entitled at its election and at its cost to participate in the defense of such third party claim upon which indemnification is or thereby may be due pursuant to this Section 6.3.1. The Principal Investor Indemnitee will not without the prior written consent of the Company PubCo (such which consent shall not to be unreasonably withheld withheld, conditioned or delayed)) effect any settlement of any threatened or pending third party claim in which PubCo is liable for indemnification hereunder. Notwithstanding If the foregoingindemnification provided for above is unavailable in respect of any Losses, an Indemnified Party shall be entitled then PubCo, in lieu of indemnifying a Principal Investor Indemnitee, shall, if and to no indemnification the extent permitted by Law, contribute to the Company for any claim, damage, loss, liability, amount paid or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law payable by such Indemnified PartyPrincipal Investor Indemnitee in such proportion as is appropriate to reflect the relative fault of PubCo and such Principal Investor Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations. 6.3.2 PubCo agrees to pay or reimburse each Principal Investor Indemnitee for all reasonable out-of-pocket costs and expenses of such Principal Investor Indemnitee (including reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with the enforcement or exercise by such Principal Investor Indemnitee of any right (including the right to defend any third party claim) granted to it or provided for hereunder.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment except to the extent required by a non-waivable and non-modifiable provision of applicable Law), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Manager (as defined in the Existing LLC Agreement) entitled to indemnification under the Existing LLC Agreement, a Member, an Officer, the Managing Member or the Company Representative or is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such Proceeding is alleged action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any all expenses, liability and all claims, damages, losses, liabilities and expenses loss (including, without limitation, fees attorneys’ fees, judgments, fines, ▇▇▇▇▇ excise taxes and disbursements of counsel), that may be penalties and amounts paid in settlement) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, (x) such Covered Person engaged in a bad faith violation of the implied contractual covenant of good faith and fair dealing or otherwisea bad faith violation of this Agreement or (y) such Covered Person would not be so entitled to be indemnified and held harmless if the Company were a corporation organized under the laws of the State of Delaware that indemnified and held harmless its directors, officers, employees and agents to the fullest extent permitted by Section 145 of the Delaware General Corporation Law as in effect on the date of this Agreement (but including any expansion of rights to indemnification thereunder from and after the date of this Agreement). The Company for shall, to the fullest extent not prohibited by applicable Law as it presently exists or in connection may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with the transactions contemplated hereby, respect to any actions or events occurring prior to such amendment except to the extent such liability is found in required by a final, non-appealable order waivable and non-modifiable provision of applicable Law), pay the expenses (including attorneys’ fees) incurred by a court Covered Person in defending any Proceeding in advance of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no eventits final disposition; provided, however, shall the Company or any Indemnified Party be liable on any theory that such payment of liability for any special, indirect, consequential or punitive damages. Without the prior written consent expenses in advance of the Indemnified Parties, final disposition of the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party Proceeding shall be liable for any damages arising from the use by unauthorized persons made only upon receipt of any information made available to the Indemnified Parties an undertaking by the Company or any of its representatives through electronic, telecommunications or other information transmission systems Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not entitled to be unreasonably withheld indemnified under this Section 6.4 or delayed)otherwise. Notwithstanding the foregoing, an Indemnified Party shall be entitled The rights to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation and advancement of Law by such Indemnified Party.expenses under this

Indemnification; Exculpation. The (a) None of the Member, any Director, any Officer or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 18 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party such liability or expense is paid or incurred, if (i) the Indemnitee acted in good faith and in a party theretomanner such Indemnitee reasonably believed to be in, or not opposed to, the interests of the Company, and (ii) the Indemnitee's conduct would entitle him to indemnification hereunder. The termination of any Proceeding by judgment, order, settlement or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified in clause (i) or (ii) above. (b) Expenses (including reasonable attorneys' fees and disbursements) incurred in defending any Proceeding hereof shall be advanced by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder. (c) The indemnification provided by this Section 18 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both (i) as to action in the Indemnitee's capacity as an Indemnitee and (ii) as to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. (d) The Company may purchase and maintain insurance on behalf of one or more Indemnitees and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Company's activities. (e) Any indemnification hereunder shall be satisfied only out of the assets of the Company (including insurance and any agreements pursuant to which the Company, its officers or employees are entitled to indemnification), and the Indemnitees shall not, in such capacity, be subject to personal liability by reason of these indemnification provisions. For the avoidance of doubt, the Member shall not be required to make a capital contribution to the Company to satisfy the Company's indemnification obligation hereunder. (f) An Indemnitee shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall not be limited to one law firm serving as counsel for denied indemnification in whole or in part under this Section 18 because the Indemnified Parties) and other expenses incurred by it Indemnitee had an interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness the transaction with respect to, any lawsuit, investigation, claim or other proceeding relating to any which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) Promptly after receipt by an Indemnitee of notice of the foregoingcommencement of any action or proceeding or threatened action or proceeding involving a claim referred to in the preceding paragraphs of this Section 18, irrespective such Indemnitee, if a claim for indemnification in respect thereof is to be made against the Company, will give written notice to the Board of whether the transactions contemplated hereby are consummatedcommencement of such action; provided, however, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Company of its obligations hereunder, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to that the Company for or is actually prejudiced by such failure to give notice. (h) If any such action is brought against an Indemnitee, the Company will be entitled to participate in connection with and to assume the transactions contemplated hereby, except defense thereof to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall that the Company or any Indemnified Party be liable on any theory of liability for any specialmay wish, indirect, consequential or punitive damageswith counsel reasonably satisfactory to such Indemnitee. Without After notice from the prior written consent Company to such Indemnitee of the Indemnified PartiesCompany's election so to assume the defense thereof, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted expenses subsequently incurred by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby Indemnitee without the prior written consent of the Company (such consent in connection with the defense thereof. Any Indemnitee seeking indemnification hereunder shall fully cooperate with the Company in the defense of any claim and, if the Company elects not to be unreasonably withheld assume the defense thereof, such Indemnitee shall use its best efforts to defend such claim. The Company will not consent to entry of any judgment or delayed). Notwithstanding enter into any settlement that does not include as an unconditional term thereof the foregoing, an Indemnified Party shall be entitled to no indemnification giving by the Company claimant or plaintiff to such Indemnitee of a release from all liability in respect of such claim or litigation. (i) The provisions of this Section 18 are for the benefit of each Indemnitee and his or her heirs, successors, assigns, administrators and personal representatives, and shall not be deemed to create any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party rights for the benefit of any violation of Law by such Indemnified Partyother Persons.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have resulted from been invalidated. (b) Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnified Party’s bad faith, actual fraud, gross negligence losses or willful misconduct. In no event, however, shall liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyMembers.

Indemnification; Exculpation. The Company agrees (a) All rights to indemnify indemnification and hold harmless exculpation (including the Indemnified Parties advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and against employees of the Corporation, as provided in the Certificate of Incorporation and or the By-Laws and or any indemnification agreements and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; PROVIDED, HOWEVER, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims, damages, losses, liabilities and expenses . (including, without limitation, fees and disbursements b) For a period of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreementat least five years after the Effective Time, the Definitive Documentation, Surviving Corporation shall cause to be maintained in effect standard policies of directors' and officers' liability insurance in an aggregate coverage amount not less than the coverage amounts maintained by the Corporation as of the date hereof and including coverage with respect to claim arising from facts or events which occurred before the transactions contemplated hereby or thereby, solely Effective Time to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no eventavailable; provided, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes the Surviving Corporation shall not be required in order to maintain or procure such coverage to pay an explicit annual premium in excess of $200,000 (other than with respect to any existing run-off coverage) and unconditional release from that if equivalent can be obtained only by paying an annual premium in excess of such limit, the party bringing Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to such lawsuit, claim limit (subject to the availability of such (or other proceeding of all Indemnified Parties similar) coverage) and (ii) does not include a statement as to such policies may in the sole discretion of the Surviving Corporation be one or an admission more "tail" policies for all or portion of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out full five years. (c) The provisions of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not Section 5.8 are intended to be unreasonably withheld for the benefit of, and will be enforceable by, each indemnified party, his or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, her heirs and his or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyher representatives.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds person by reason of the Commitments, fact that such person is or any claim, litigation, investigation or proceeding relating to any was a member of the foregoingCompany, regardless is or was serving as the Manager or officer of whether any Indemnified Party is a party thereto, and the Company or is or was serving at the request of the Company as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the Manager otherwise consents) no Indemnified Person shall reimburse each Indemnified Party upon demand be indemnified for reasonable fees any expenses, liabilities and expenses of counsel (which, so long as there losses suffered that are no conflicts among attributable to such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified PartyPerson’s bad faith, actual fraud, gross negligence, willful misconduct or willful misconductknowing violation of law. No Expenses, including attorneys’ fees, incurred by any such Indemnified Party Person in defending a proceeding shall have any liability (whether direct or indirect, in contract, tort or otherwise) to be paid by the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent advance of the Indemnified Partiesfinal disposition of such proceeding, the Company agrees that it will not enter into including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. (b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company. (c) None of the Indemnified Party. No Indemnified Party Persons shall be liable to the Member or the Company for any damages arising from mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the use by unauthorized persons negligence, dishonesty, or bad faith of any information made available to the Indemnified Parties by the Company or any of its representatives through electronicemployee, telecommunications broker or other information transmission systems agent of the Company, provided that is intercepted by such persons. No Indemnified Party shall settle any lawsuitemployee, claimbroker or agent was selected, engaged, or other proceeding arising out retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such consent not to be unreasonably withheld counsel or delayed)accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoingforegoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Party shall be entitled to no indemnification by Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Company for any claim, damage, loss, liability, Manager or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.otherwise..

Indemnification; Exculpation. a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds person by reason of the Commitmentsfact that such person is or was a member, is or any claim, litigation, investigation or proceeding relating to any was serving as an officer of the foregoing, regardless Company or is or was serving at the request of whether any Indemnified Party is a party thereto, and the Company as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that no Indemnified Person shall reimburse each Indemnified Party upon demand be indemnified for reasonable fees any expenses, liabilities and expenses of counsel (which, so long as there losses suffered that are no conflicts among attributable to such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified PartyPerson’s bad faith, actual fraud, gross negligence, willful misconduct or willful misconductknowing violation of law. No Expenses, including attorneys’ fees, incurred by any such Indemnified Party Person in defending a proceeding shall have any liability (whether direct or indirect, in contract, tort or otherwise) to be paid by the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent advance of the Indemnified Partiesfinal disposition of such proceeding, the Company agrees that it will not enter into including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Indemnified Persons. b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company. c) None of the Indemnified Party. No Indemnified Party Persons shall be liable to the Member or the Company for any damages arising from mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the use by unauthorized persons negligence, dishonesty, or bad faith of any information made available to the Indemnified Parties by the Company or any of its representatives through electronicemployee, telecommunications broker or other information transmission systems agent of the Company, provided that is intercepted by such persons. No Indemnified Party shall settle any lawsuitemployee, claimbroker or agent was selected, engaged, or other proceeding arising out retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such consent not to be unreasonably withheld counsel or delayed)accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoingforegoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Party shall be entitled to no indemnification by Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Company for any claim, damage, loss, liability, Member or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyotherwise.

Indemnification; Exculpation. The Company agrees to (a) Borrower shall pay and protect, defend and indemnify Agent, each Lender and their respective employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (collectively "Indemnitees") against, and hold each Indemnitee harmless the Indemnified Parties from and against any and from, all claims, actions, proceedings, liabilities, damages, losses, liabilities and expenses (including, without limitation, attorneys' fees and disbursements of counsel)costs) and other amounts incurred by such Indemnitee, arising from (i) the matters contemplated by this Agreement or any other Loan Documents or (ii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower's business; provided, however, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating indemnification shall not apply to any of the foregoingforegoing incurred solely as the result of such Indemnitee's negligence or willful misconduct. (b) Lenders shall indemnify Borrower ratably in accordance with the aggregate principal amount of Loans made by the Lenders (or if no Loans are then outstanding, regardless of whether any Indemnified Party is a party theretoratably in accordance with their respective Commitments) against, and the Company shall reimburse each Indemnified Party upon demand for reasonable hold Borrower harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys' fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Partiescosts) and other expenses amounts incurred by it in connection Borrower arising from any contention that one or more of the Lenders has failed to comply with investigatingany law, preparing rule, regulation, order or directive applicable to defend or defendingLenders' business; provided, or providing evidence in or preparing to serve or serving as a witness with respect tohowever, any lawsuit, investigation, claim or other proceeding relating that this indemnification shall not apply to any of the foregoing, irrespective foregoing incurred solely as the result of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory misconduct of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company Borrower or any of its representatives through electronicofficers, telecommunications directors or other information transmission systems that is intercepted by such persons. No Indemnified Party agents. (c) The indemnification in paragraphs (a) and (b) shall settle any lawsuit, claim, or other proceeding arising out survive the payment and satisfaction of this Agreement, all of Borrower's Obligations to the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyLenders.

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as a Manager or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as a Manager or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Board. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have resulted from been invalidated. (b) Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnified Party’s bad faith, actual fraud, gross negligence losses or willful misconduct. In no event, however, shall liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyMembers.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds person by reason of the Commitments, fact that such person is or any claim, litigation, investigation or proceeding relating to any was a member of the foregoingCompany, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or was serving as a witness with respect toManager or officer of the Company or is or was serving at the request of the Company as an officer, any lawsuitdirector, investigationprincipal, claim member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other proceeding relating enterprise; provided that (unless the Member otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified PartyPerson’s bad faith, actual fraud, gross negligence, willful misconduct or willful misconductknowing violation of law. No Expenses, including attorneys’ fees, incurred by any such Indemnified Party Person in defending a proceeding shall have any liability (whether direct or indirect, in contract, tort or otherwise) to be paid by the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent advance of the Indemnified Partiesfinal disposition of such proceeding, the Company agrees that it will not enter into including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of members, Managers and officers. (b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company. (c) None of the Indemnified Party. No Indemnified Party Persons shall be liable to the Member or the Company for any damages arising from mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the use by unauthorized persons negligence, dishonesty, or bad faith of any information made available to the Indemnified Parties by the Company or any of its representatives through electronicemployee, telecommunications broker or other information transmission systems agent of the Company, provided that is intercepted by such persons. No Indemnified Party shall settle any lawsuitemployee, claimbroker or agent was selected, engaged, or other proceeding arising out retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such consent not to be unreasonably withheld counsel or delayed)accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoingforegoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Party shall be entitled to no indemnification by Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Company for any claim, damage, loss, liability, Member or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyotherwise.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds person by reason of the Commitments, fact that such person is or any claim, litigation, investigation or proceeding relating to any was a member of the foregoingCompany, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or was serving as a witness with respect toManager or an officer of the Company or is or was serving at the request of the Company as an officer, any lawsuitdirector, investigationprincipal, claim member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other proceeding relating enterprise; provided that (unless the Board otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified PartyPerson’s bad faith, actual fraud, gross negligence, willful misconduct or willful misconductknowing violation of law. No Expenses, including attorneys’ fees, incurred by any such Indemnified Party Person in defending a proceeding shall have any liability (whether direct or indirect, in contract, tort or otherwise) to be paid by the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent advance of the Indemnified Partiesfinal disposition of such proceeding, the Company agrees that it will not enter into including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members, managers and officers. (b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company. (c) None of the Indemnified Party. No Indemnified Party Persons shall be liable to the Member or the Company for any damages arising from mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the use by unauthorized persons negligence, dishonesty, or bad faith of any information made available to the Indemnified Parties by the Company or any of its representatives through electronicemployee, telecommunications broker or other information transmission systems agent of the Company, provided that is intercepted by such persons. No Indemnified Party shall settle any lawsuitemployee, claimbroker or agent was selected, engaged, or other proceeding arising out retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such consent not to be unreasonably withheld counsel or delayed)accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoingforegoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Party shall be entitled to no indemnification by Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Company for any claim, damage, loss, liability, Member or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyotherwise.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements of counsel)fines, that may be excise taxes or penalties) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds person by reason of the Commitments, fact that such person is or any claim, litigation, investigation or proceeding relating to any was a member of the foregoingCompany, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or was serving as a witness with respect toManager or officer of the Company or is or was serving at the request of the Company as an officer, any lawsuitdirector, investigationprincipal, claim member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other proceeding relating enterprise; provided that (unless the Board otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified PartyPerson’s bad faith, actual fraud, gross negligence, willful misconduct or willful misconductknowing violation of law. No Expenses, including attorneys’ fees, incurred by any such Indemnified Party Person in defending a proceeding shall have any liability (whether direct or indirect, in contract, tort or otherwise) to be paid by the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent advance of the Indemnified Partiesfinal disposition of such proceeding, the Company agrees that it will not enter into including any settlement appeal therefrom, upon receipt of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Members, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members, Managers and officers. (b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Members shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company. (c) None of the Indemnified Party. No Indemnified Party Persons shall be liable to the Members or the Company for any damages arising from mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the use by unauthorized persons negligence, dishonesty, or bad faith of any information made available to the Indemnified Parties by the Company or any of its representatives through electronicemployee, telecommunications broker or other information transmission systems agent of the Company, provided that is intercepted by such persons. No Indemnified Party shall settle any lawsuitemployee, claimbroker or agent was selected, engaged, or other proceeding arising out retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such consent not to be unreasonably withheld counsel or delayed)accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoingforegoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Party shall be entitled to no indemnification by Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Company for any claim, damage, loss, liability, Members or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyotherwise.

Indemnification; Exculpation. The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure or omission of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from determining that, in respect of such Indemnified Party’s act or omission, and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person engaged in bad faith, actual fraud, gross negligence, fraud or willful misconduct. No Indemnified Party The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall have limit a Covered Person’s rights to indemnification hereunder with respect to any liability actions or events occurring prior to such amendment), pay the costs and expenses (whether direct or indirectincluding reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in contract, tort advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company for or shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. The (a) Except to the extent provided in the Delaware Act, neither the Manager nor any Member shall have any personal liability for the debts, obligations or liabilities of the Company. (b) To the fullest extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless the Indemnified Parties from and against any and all claimseach Person (hereinafter, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by an “Indemnitee” or asserted “Covered Person”) who was or awarded against any Indemnified Party, in each case arising out of is made a party or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed is threatened to be made with the proceeds of the Commitments, a party to or is otherwise involved in any claim, litigationdemand, investigation action, suit or proceeding relating to any of the foregoingproceeding, regardless of whether any Indemnified Party is a party theretocivil, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (whichcriminal, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend administrative or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort investigative or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuitkind or nature whatsoever, claim that is in any way related to or other proceeding arising out of this Agreement, the Definitive DocumentationCompany or the management or administration of the Company or in connection with the business or affairs of the Company (hereinafter, a “Covered Matter”) by reason of the fact that he or she, or a Person of whom he or she is the transactions contemplated hereby legal representative, is or therebywas a Manager, solely an Initial Manager or an Officer, or is or was serving at the request of the Company as a manager, director, officer or fiduciary of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ and accountants’ fees, judgments, fines, penalties, costs of investigation and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, that except as provided in Section 4.04(d) with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Manager. In addition, no Covered Person shall be entitled to be indemnified if and to the extent any such Definitive Documentation expense, liability or transactions contemplated thereby relate loss was determined, in a final adjudication from which there is no further right to this Agreement and the Convertible Preferred Equity Offeringappeal, unless such settlement to be caused by (i) includes any act or omission that constitutes actual fraud or willful misconduct (“Disabling Conduct”). (c) The right to indemnification conferred in Section 4.04(b) shall include the right to be paid by the Company the expenses (including reasonable attorney’s fees) incurred in defending any such Covered Matter as such expenses are incurred by such Indemnitee and in advance of its final disposition; provided, that an explicit and unconditional release from advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the party bringing such lawsuitCompany of an undertaking, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final adjudication from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.04(c). Such undertaking shall be an unlimited, unsecured general obligation of an Indemnitee, and shall be accepted without reference to such Indemnitee’s ability to make repayment. The rights to indemnification and to the advancement of expenses conferred in Section 4.04(b) and this Section 4.04(c) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to fall within the definition of “Indemnitee” and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of any Indemnified Partyof the provisions of this Section 4.04 shall not adversely affect any right or protection of an Indemnitee existing at the time of such repeal or modification. (d) The rights to indemnification and to the advancement of expenses conferred in this Section 4.04 shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, this Agreement, any other agreement, any action of the Manager or otherwise. No Indemnified Party However, no Indemnitee shall be entitled to indemnification by the Company by virtue of the fact that such Person is actually indemnified by another entity, including an insurer. (e) The Company may, to the extent authorized from time to time by the Manager, maintain insurance in an amount reasonably satisfactory to the Manager, at the Company’s expense, to protect itself and any Member, Manager, Officer, employee or agent of the Company or its Subsidiaries, any other Indemnitee or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Delaware Act. (f) The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification and to the advancement of expenses to any Persons who are not mandatorily entitled to indemnification and to advancement of expenses under this Section 4.04 and grant rights to indemnification and to the advancement of expenses in addition to those granted in this Section 4.04. (g) The Company acknowledges that the Manager or certain Officers may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources with respect to the Manager’s or an Officer’s association with the Company and its Subsidiaries (collectively, the “Other Indemnitors”). For the avoidance of doubt, Other Indemnitors shall not include the insurer issuing directors and officers indemnity insurance coverage to the Company and/or its Subsidiaries or any other direct insurer of the Company or its Subsidiaries with respect to policies issued to the Company or its Subsidiaries. Notwithstanding the existence of any Other Indemnitor with respect to the Manager or any Officer, (i) the Company or the applicable Subsidiary shall be the indemnitor of first resort (i.e., the Company’s or the applicable Subsidiary’s obligations for indemnification and advancement of expenses to the Manager and the Officers are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Manager or any Officer are secondary) and (ii) the Company or the applicable Subsidiary shall be required to advance the full amount of expenses incurred by the Manager or any Officer and shall be liable for any damages arising from the use by unauthorized persons full amount of any information made available all expenses, judgments, penalties, fines and amounts paid in settlement to the Indemnified Parties greatest extent legally permitted and as required by the terms of the Company’s or the applicable Subsidiary’s certificate of formation and operating Agreement (or other applicable governing documents or any other Agreement between the Company or the applicable Subsidiary, on the one hand, and the Manager or any Officer, on the other hand), without regard to any rights the Manager or any Officer may have against any Other Indemnitors. No advancement or payment by any Other Indemnitor on behalf of the Manager or any Officer with respect to any claim for which the Manager has sought indemnification from the Company or any Company Subsidiary shall affect any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out the provision of this AgreementSection 4.04(g), and the Definitive Documentation, Other Indemnitors shall have a right of contribution or be subrogated to the transactions contemplated hereby extent of such advancement or thereby without payment to all of the prior written consent rights of recovery of the Manager or any Officer against the Company or any applicable Subsidiary. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 4.04(g). (h) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (such consent not to be unreasonably withheld or delayed). Notwithstanding i) To the foregoingfullest extent permitted by applicable law, an Indemnified Party no Indemnitee shall be entitled liable to no indemnification the Company, any Member or any other Person who is bound by the Company this Agreement for any claim, damage, loss, liability, damage or expense claim incurred by reason of any act or asserted omission performed or awarded against omitted by such Indemnified Party Indemnitee, except that the foregoing shall not eliminate any liability for any act or omission that constitutes a bad faith violation of Law by such Indemnified Party.the implied contractual covenant of good faith and fair dealing.1

Indemnification; Exculpation. (a) The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, an Officer, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, an Officer, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.4(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against all expenses, liability and against any and all claims, damages, losses, liabilities and expenses loss (including, without limitation, fees attorneys’ fees, judgments, fines, ERISA excise taxes and disbursements of counsel), that may be penalties and amounts paid in settlement) reasonably incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person engaged in Bad Faith. Without limitation, the foregoing indemnity shall extend to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectof any Covered Person, in contract, tort pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary (including any indebtedness which the Company or any Subsidiary has assumed or taken subject to), and the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 6.4(a) in favor of any Covered Person having or potentially having liability for any such indebtedness. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.4(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.4(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.4(a), except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company for or shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated herebyManaging Member. The Company may, except but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 6.4(a) against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the extent Company would have the power or the obligation to indemnify such Person against such liability is found in a final, non-appealable order under the provisions of this Section 6.4(a). If this Section 6.4(a) or any portion of this Section 6.4(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or isnvestigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.4(a) that shall not have been invalidated. (b) Subject to other applicable provisions of this Section 6.4, to the fullest extent permitted by applicable law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Officer, any Member or any Indemnified Party be liable on holder of any theory equity interest in any Subsidiary by virtue of liability being an Covered Person or for any specialacts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, Agreement or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement business and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent affairs of the Company (and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such consent not to be unreasonably withheld losses or delayed). Notwithstanding liabilities were the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against result of conduct in which such Indemnified Party for any violation of Law by such Indemnified PartyPerson engaged in Bad Faith.

Indemnification; Exculpation. The Company agrees to indemnify Fund and the General Partner shall jointly and severally indemnify, defend and hold harmless the Indemnified Consultants, their affiliates and their respective shareholders, officers, directors, employees, agents and controlling persons (the “Consultants’ Parties” or a “Consultant’s Party”) from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including reasonable investigatory, legal and accounting fees and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Fund shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to or arising in connection with this Agreement, the advisory contracts with the trading advisors, the subscription, limited partnership and limited liability company agreements with the Commodity Pools, the offering of the Fund’s Units or the management or operation of the Fund; provided that such losses, claims, damages, liabilities, costs and expenses are not the result of a breach by the Consultants of this Agreement or an act or omission of a Consultant’s Party constituting negligence, willful misconduct or bad faith. Notwithstanding anything in the foregoing to the contrary, in no event shall the General Partner’s obligations under this Section 8 exceed the PDF Subscription Amount, as such term is defined in that certain Stock Subscription Agreement between the General Partner and Man Financial Inc., dated as of October 22, 2004. In respect of the Consultants’ duties hereunder, neither the Consultants nor any other Consultant’s Party shall be subject to any liability to any of the Fund, its affiliates or any of their respective shareholders, officers, directors, employees, agents or controlling persons (“Fund Parties”) for any loss, cost, damage or liability, including, without limitation, trading losses, except as a result of a breach of the Consultants’ duties or obligations under this Agreement or by reason of an act or omission constituting negligence, willful misconduct or bad faith by any Consultant’s Party. The Consultants shall jointly and severally indemnify, defend and hold harmless the Fund Parties from and against any and all losses, claims, damages, lossesliabilities (joint and several), liabilities costs and expenses (includingincluding any reasonable investigatory, without limitation, legal and accounting fees and disbursements of counsel), that may be other expenses incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with, and any amounts paid in, any settlement; provided that the Consultants shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding incurred as a result of the breach by the Consultants of their duties or obligations under this Agreement or an act or omission of any Consultant’s Party constituting negligence, willful misconduct or bad faith. In no case shall an indemnifying party be liable under this indemnity agreement with respect to any claim made against it unless the indemnifying party shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure to so notify the indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party defendant or relating defendants therein. In the event that the indemnifying party elects to this Agreementassume the defense of any such suit and retain such counsel, the Definitive Documentation, indemnified party defendant or defendants in the transactions contemplated hereby or thereby, solely to suit shall bear the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of any additional counsel (which, so long as there are no conflicts among such Indemnified Parties, thereafter retained by it or them. The foregoing agreement of indemnity shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect addition to, and shall in no respect limit or restrict, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party remedies which may be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyindemnified party.

Indemnification; Exculpation. The Company agrees to Borrower shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lenders and Agent, collectively “Representatives”) against, and hold each Lender, Agent and each such Representative harmless the Indemnified Parties from and against any and from, all claims, actions, proceedings and reasonable and documented liabilities, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented attorneys’ fees and disbursements costs; provided that unless an Event of counsel)Default has occurred, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable attorneys fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, costs shall be limited to one law firm serving counsel to all indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all indemnitees taken as a whole in each relevant jurisdiction that is material to the Indemnified Partiesinterest of such indemnitees and, solely in the case of an actual or perceived conflict of interest between indemnitees (where the indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected indemnitees similarly situated taken as a whole) and other expenses amounts incurred by it in connection with investigatingeach Lender, preparing to defend Agent and each such Representative, arising from (i) the matters contemplated by this Agreement or defendingany other Loan Documents, (ii) any dispute between Borrower and a third party, or providing evidence in (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or preparing directive applicable to serve or serving as a witness with respect to▇▇▇▇▇▇▇▇’s business; provided, any lawsuithowever, investigation, claim or other proceeding relating that this indemnification shall not apply to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except foregoing to the extent such claimincurred as the result of any Lender’s, damage, loss, liabilityAgent’s, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Partyany Representative’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, This indemnification shall survive the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement payment and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding satisfaction of all Indemnified Parties and (ii) does not include a statement as of Borrower’s Obligations to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified PartyLenders.

Indemnification; Exculpation. The (a) None of the Member, any Director of the Board, any Officer, the Tax Matters Partner or any of their respective Affiliates, or any of their respective equity owners, members, partners, shareholders or employees (each, an "Indemnitee") shall be liable, in damages or otherwise, to the Company agrees or the Member for any act or omission performed or omitted to be performed by such Indemnitee pursuant to the authority granted by this Agreement, except if such act or omission results from such Indemnitee's own gross negligence, willful misconduct, criminal conduct or material breach of this Agreement. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Indemnified Parties each Indemnitee from and against any and all claims, damages, losses, liabilities and expenses of whatever nature (including, without limitation, including reasonable attorneys' fees and disbursements of counseldisbursements), that judgments, fines, settlements, and other amounts (collectively, "Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be incurred by involved, or asserted threatened to be involved, as a party or awarded against any Indemnified Partyotherwise, in each case arising out of or in connection with incidental to the business of the Company including any litigation or threatened litigation relating to the applicability of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoingSection 20 (hereinafter a "Proceeding"), regardless of whether an Indemnitee continues to be an Indemnitee at the time any Indemnified Party such liability or expense is paid or incurred, if (i) the Indemnitee acted in good faith and in a party theretomanner such Indemnitee reasonably believed to be in, or not opposed to, the interests of the Company, and (ii) the Indemnitee's conduct would entitle him to indemnification hereunder. The termination of any action, suit, or proceeding by judgment, order, settlement or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified in clause (i) or (ii) above. (b) Expenses (including reasonable attorneys' fees and disbursements) incurred in defending any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, subject to Section 20(a) hereof shall be advanced by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder. (c) The indemnification provided by this Section 20 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both (i) as to action in the Indemnitee's capacity as an Indemnitee and (ii) as to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. (d) The Company may purchase and maintain insurance on behalf of one or more Indemnitees and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Company's activities. (e) Any indemnification hereunder shall be satisfied only out of the assets of the Company (including insurance and any agreements pursuant to which the Company, its officers or employees are entitled to indemnification), and the Indemnitees shall not, in such capacity, be subject to personal liability by reason of these indemnification provisions. For the avoidance of doubt, the Member shall not be required to make a capital contribution to the Company to satisfy the Company's indemnification obligation hereunder. (f) An Indemnitee shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall not be limited to one law firm serving as counsel for denied indemnification in whole or in part under this Section 20 because the Indemnified Parties) and other expenses incurred by it Indemnitee had an interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness the transaction with respect to, any lawsuit, investigation, claim or other proceeding relating to any which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) Promptly after receipt by an Indemnitee of notice of the foregoingcommencement of any action or proceeding or threatened action or proceeding involving a claim referred to in the preceding paragraphs of this Section 20, irrespective such Indemnitee, if a claim for indemnification in respect thereof is to be made against the Company, will give written notice to the Board of whether the transactions contemplated hereby are consummatedcommencement of such action; provided, however, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Company of its obligations hereunder, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to that the Company for or is actually prejudiced by such failure to give notice. (h) If any such action is brought against an Indemnitee, the Company will be entitled to participate in connection with and to assume the transactions contemplated hereby, except defense thereof to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall that the Company or any Indemnified Party be liable on any theory of liability for any specialmay wish, indirect, consequential or punitive damageswith counsel reasonably satisfactory to such Indemnitee. Without After notice from the prior written consent Company to such Indemnitee of the Indemnified PartiesCompany's election so to assume the defense thereof, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted expenses subsequently incurred by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby Indemnitee without the prior written consent of the Company (such consent in connection with the defense thereof. Any Indemnitee seeking indemnification hereunder shall fully cooperate with the Company in the defense of any claim and, if the Company elects not to be unreasonably withheld assume the defense thereof, such Indemnitee shall use its best efforts to defend such claim. The Company will not consent to entry of any judgment or delayed). Notwithstanding enter into any settlement that does not include as an unconditional term thereof the foregoing, an Indemnified Party shall be entitled to no indemnification giving by the Company claimant or plaintiff to such Indemnitee of a release from all liability in respect of such claim or litigation. (i) The provisions of this Section 20 are for the benefit of each Indemnitee and his or her heirs, successors, assigns, administrators and personal representatives, and shall not be deemed to create any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party rights for the benefit of any violation of Law by such Indemnified Partyother Persons.

Indemnification; Exculpation. The Company (a) ▇▇▇▇▇▇▇ agrees (i) to indemnify and defend, hold harmless the Indemnified Parties and indemnify Winthrop, i▇▇ ▇▇▇▇liates and all officers, directors, partners, agents and employees of Winthrop from and against any the actual costs, expenses and all claims, damages, losses, liabilities and expenses (including, without limitationbut not limited to, reasonable attorney's fees and disbursements disbursements, incurred by any of counsel)them (as a consequence of any claims made or action filed against them which result from or arise out of any of actions taken by any of them in connection with the carrying out Winthrop's duties hereunder or under the express direction of Newkirk, however, that may such indemnification shall not apply with resp▇▇▇ ▇▇ any criminal act, gross negligence or willful misconduct of Winthrop; and (ii) to defend promptly and diligently, at Newkirk's sole expense, any claim, action or proceeding brought again▇▇ ▇▇▇▇▇▇op, arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Winthrop from any judgment, loss or settlement on account thereof. The foregoing provisions of this subparagraph 4(a) shall survive the expiration or termination of Winthrop's appointment pursuant to this Agreement, but this shall not be incurred construed to mean that any of Newkirk's liability does not survive as to other provisions of this A▇▇▇▇▇▇▇▇. Nothing contained in this subparagraph 4(a) shall require Newkirk to indemnify Winthrop for any claim (i) which is covered by a▇▇ ▇▇▇▇rance maintained by a Partnership, Newkirk or asserted any of their affiliates, or awarded (ii) which is proven to be bas▇▇ ▇▇▇▇ the gross negligence or willful misconduct of Winthrop. (b) Except with respect to (i) any matter of the type covered by any insurance maintained by a Partnership, Newkirk or any of their affiliates, Winthrop agrees: (y) to reimburse ▇▇▇▇▇▇k upon demand for any monies which it is required to pay out, e▇▇▇▇▇ ▇n connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against such Partnership and/or Newkirk arising out of Winthrop's proven gross negligence or willful ▇▇▇▇▇▇▇uct, and (z) to hold harmless and fully indemnify Newkirk from any Indemnified Partyjudgment, loss or settlement in each case connection with any ▇▇ ▇▇▇ foregoing. The foregoing provisions of this subparagraph shall survive the expiration or termination of Winthrop's appointment pursuant to this Agreement, but this shall not be construed to mean that Winthrop's liability does not survive as to other provisions of this Agreement. Nothing contained in this subparagraph shall relieve Newkirk from any of its obligations under this Agreement, or require ▇▇▇▇▇▇▇p to indemnify Newkirk for any claim which is based upon the negligence of willful m▇▇▇▇▇▇▇ct of Newkirk or a Partnership. (c) Notwithstanding anything to the contrary contained herein, Winthrop recognizes and agrees that the obligations of Newkirk to Winthrop hereunder shall be satisfied only out of any cash ▇▇▇▇ ▇f Newkirk. It is expressly understood and agreed that the members of Ne▇▇▇▇▇ ▇nd the partners or members of any members of Newkirk or offi▇▇▇▇, ▇irectors, shareholders, partners, or members of ▇▇▇ ▇▇ such partners or members shall have no personal liability with respect to Newkirk's obligations to Winthrop hereunder (except for the distribut▇▇▇ ▇▇ ▇▇mpany assets) and, as a material inducement to Newkirk to enter into this Agreement, Winthrop shall not seek any rec▇▇▇▇▇ ▇or satisfaction of Newkirk's obligations to Winthrop hereunder from any members of Newki▇▇, ▇▇▇ ▇hall limit its recourse to the assets of Newkirk. (d) Notwithstanding any provision of this Agree▇▇▇▇ ▇▇ the contrary, no partner of Winthrop nor any member, officer, director, shareholder, or partner of any such partner shall have any personal liability under, arising out of or in connection with or relating to this Agreement, the Definitive Documentation, any default or the transactions contemplated hereby breach by Winthrop hereunder unless such default or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have breach resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement misconduct of any lawsuitsuch member, claim partner, officer, director or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyshareholder.

Indemnification; Exculpation. The Company agrees (a) All rights to indemnify indemnification and hold harmless exculpation (including the Indemnified Parties advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and against employees of the Corporation, as provided in the Certificate of Incorporation and/or the By-Laws and/or any indemnification agreements and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; provided, -------- however, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims, damages, losses, liabilities and expenses . (including, without limitation, fees and disbursements b) For a period of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreementat least five years after the Effective Time, the Definitive Documentation, Surviving Corporation shall cause to be maintained in effect standard policies of directors' and officers' liability insurance in an aggregate coverage amount not less than the coverage amounts maintained by the Corporation as of the date hereof and including coverage with respect to claim arising from facts or events which occurred before the transactions contemplated hereby or thereby, solely Effective Time to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no eventavailable; provided, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes the Surviving Corporation shall not be required in order to maintain or procure such coverage to pay an explicit annual premium in excess of $200,000 (other than with respect to any existing run-off coverage) and unconditional release from that if equivalent coverage can be obtained only by paying an annual premium in excess of such limit, the party bringing Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to such lawsuit, claim limit (subject to the availability of such (or other proceeding of all Indemnified Parties similar) coverage) and (ii) does not include a statement as to such policies may in the sole discretion of the Surviving Corporation be one or an admission more "tail" policies for all or portion of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out full five years. (c) The provisions of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not Section 5.8 are intended to be unreasonably withheld for the benefit of, and will be enforceable by, each indemnified party, his or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, her heirs and his or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyher representatives.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees fines, excise taxes or penalties) reasonably incurred or suffered by such person by reason of the fact that such person is or was a member of the Company, is or was serving as an officer of the Company or is or was serving at the request of the Company as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the Member otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and disbursements losses suffered that are attributable to such Indemnified Person’s gross negligence, willful misconduct or knowing violation of counsel)law. Expenses, that may be including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or asserted or awarded against on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members and officers. (b) Notwithstanding anything contained herein to the contrary, any Indemnified Party, in each case arising indemnity by the Company shall be provided out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such Definitive Documentation indemnity of the Company. (c) None of the Indemnified Persons shall be liable to the Member or transactions contemplated thereby relate the Company for mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Member or otherwise. (e) Notwithstanding anything in this Agreement and to the Convertible Preferred Equity Offeringcontrary, any use made no Member, in his, her or proposed to be made with the proceeds its capacity as such or as a manager of the CommitmentsCompany, shall have any duty (including any fiduciary duty), or any claimliability for a breach of duty (including any fiduciary duty), litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or any Member (in their capacities as such) or any other person. It is the intent and agreement of the Member that all fiduciary duties be, and hereby are, eliminated and no fiduciary duties shall apply to any action or omission taken by any Member (in such Member’s capacity as such or as manager of the Company) or any of its affiliates, employees, agents and representative hereunder or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconductCompany. In no event, however, shall the Company or Notwithstanding any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out provision of this AgreementAgreement or otherwise applicable provision of law or equity, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to whenever in this Agreement and the Convertible Preferred Equity Offeringa Member is permitted or required to make a decision in its “discretion” or its “sole discretion” or under a grant of similar authority or latitude, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no indemnification by duty or obligation to give any consideration to any interest of, or other factors affecting, the Company for or the Member. The Member hereby waives, to the maximum extent permitted by law, any claimand all rights and claims which it, damage, loss, liability, he or expense incurred by she may otherwise have against any person or asserted entity acting as Member or awarded against manager of the Company and such Indemnified Party for person’s or entity’s affiliates as a result of any violation claims of Law by such Indemnified Partybreach of fiduciary duties.

Indemnification; Exculpation. The Company agrees to shall indemnify and hold harmless harmless, to the Indemnified Parties from and fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under the Existing LLC Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under the Existing LLC Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against any and all claimscosts, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counselincluding reasonable attorneys’ fees), that may be liability and loss incurred or suffered by or asserted or awarded against any Indemnified Party, in each case arising out of or such Covered Person in connection with or relating to this Agreementsuch Proceeding, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement unless there has been a final and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of judgment entered by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirectdetermining that, in contractrespect of such act or omission, tort and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or otherwise) any duties owed to the Company or the Members. The Company shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for or Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or any Indemnified Party be liable on any theory of liability for any specialinvestigation, indirectwhether civil, consequential criminal or punitive damages. Without administrative, including a grand jury proceeding or action or suit brought by or in the prior written consent right of the Indemnified PartiesCompany, to the Company agrees that it will not enter into full extent permitted by any settlement of any lawsuit, claim or other proceeding arising out applicable portion of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (iSection 6.2(a) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does that shall not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Partyhave been invalidated.

Indemnification; Exculpation. (a) The Company hereby agrees to indemnify indemnify, reimburse and hold harmless any Person (each an “Indemnified Person”) to the Indemnified Parties from and fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against any and all claims, damages, lossesexpenses, liabilities and expenses losses (includingincluding attorneys’ fees, without limitationjudgments, fees and disbursements fines, excise taxes or penalties) reasonably incurred or suffered by such Person by reason of counsel)the fact that such Person is or was a member of the Company, that may be incurred by is or asserted was serving as an officer or awarded against any Indemnified Partyauthorized person of the Company or is or was serving at the request of the Company as an officer, in each case arising out manager, director, principal, member, partner, employee or agent of another legal entity, joint venture or other enterprise; provided that, unless in connection with such officer’s appointment the Member specifies otherwise, no officer shall be indemnified for any damages, judgments, penalties, fines, settlements or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely expenses (i) to the extent attributable to such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Partyofficer’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct , bad faith or indirectviolation of law, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf for any breach of any Indemnified Party. No Indemnified Party shall be liable fiduciary duty of such officer; (iii) for any damages arising from the use by unauthorized persons breach of any information made available to the Indemnified Parties representations, warranties or covenants by such officer contained in any other agreement with the Company or any of its representatives through electronic, telecommunications subsidiaries or other information transmission systems that is intercepted (iv) in any action brought by such persons. No Indemnified Party shall settle any lawsuitofficer, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, such officer’s affiliates or the transactions contemplated hereby Person of whom such officer is the legal representative. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or thereby without on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the prior written consent Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members, officers and authorized persons. (such consent not b) Notwithstanding anything contained herein to be unreasonably withheld or delayed). Notwithstanding the foregoingcontrary, an Indemnified Party shall be entitled to no indemnification any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company. (c) None of the Indemnified Persons shall be liable to the Member or the Company for any claim, damage, loss, liabilitymistakes of judgment, or expense incurred by for action or asserted inaction, taken in good faith, or awarded against for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. (d) The right to indemnification and the advancement and payment of expenses conferred in this Section 7 shall not be exclusive of any other right which an Indemnified Party for Person may have or hereafter acquire under any violation law (common or statutory), agreement, vote of Law by such Indemnified Partythe Member or otherwise.