Common use of Indemnification of Purchasers Clause in Contracts

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.94.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its Purchaser, such Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) ), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliatesother Purchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under any of the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities any applicable laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against . (b) Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.10, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the Company and the position of such Purchaser Partythem, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will shall not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.13, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, managers, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners managers, partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.13, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.13 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its Affiliates, investment manager, directors, officers, shareholdersstockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the Affiliates, directors, officers, shareholdersstockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of of, failure to comply with or adhere to, misrepresentation with respect to or relating to, or any act or omission inconsistent with, any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Documents, including, without limitation, and for purposes of clarification, any claims any Purchaser Party may have against the Company for any such breach, failure misrepresentation, act or omission pursuant to any provision of any Transaction Document, including, without limitation, Sections 4.4, 4.5 and 4.17 through 4.24 of this Agreement, or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyParties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party Parties may have with any such stockholder or any violations by such Purchaser Party Parties of state or federal securities laws or any conduct by such Purchaser Party Parties which constitutes fraud, gross negligence, willful misconduct or willful malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable written opinion of counselcounsel to the Purchasers furnished to the Company, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or willful malfeasance. The indemnification required by Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.9 shall be made by periodic payments the same as those set forth in Section 5 of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawRegistration Rights Agreement.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the amount thereof during Purchaser Party, which shall not be unreasonably withheld or delayed; provided that such consent shall not be required if the course settlement includes a full and unconditional release of the investigation Purchase Party from all liability arising or defensethat may arise out of such claim or proceeding and does not include a statement as to or an admission or fault, as and when bills are received culpability or are incurred. The indemnity agreements contained herein shall be in addition a failure to any cause of action act by or similar right on behalf of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawParty.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.14, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.14, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.14 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided to each Purchaser in the applicable Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholdersstockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersstockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, charges, costs and expensesexpenses (including, including without limitation, all judgments, amounts paid in settlements, fines, penalties, interest, court costs and reasonable attorneys’ fees and costs of investigation investigation) (each a “Loss”) that any such Purchaser Party may suffer or incur as a result of of, arising out of, or relating to (ai) any inaccuracy or breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents (including any certificates delivered pursuant thereto) or (bii) any action Action instituted against the a Purchaser Parties Party in any capacity, or any of them or their respective Affiliatesaffiliates, by any stockholder of the Company Person who is not an Affiliate affiliate of such Purchaser PartyParty (other than the Company or its controlled affiliates), with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity To the extent that the foregoing undertaking by the Company may be sought pursuant to this Agreementunenforceable for any reason, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except maximum contribution to the extent payment and satisfaction of each Loss that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party is permissible under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to applicable law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.11, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.11, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.11 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasancemalfeasance (collectively, the “Carve-Outs”)). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Purchaser Party, which shall not be unreasonably withheld or delayed; provided that such consent shall not be required if the settlement includes a full and unconditional release of the Purchase Party from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any Purchaser Party. The indemnification required by this Section 4.9 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To the extent that any payment made to a Purchaser Party is determined to have been improper by reason of the underlying action being based on conduct or circumstances set forth in the definition of the Carve-Outs, such Purchase Party will promptly pay the Company such amount. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.95.5, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls "controls" such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of of, arising out of, or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach Documents, any transaction financed in whole or in part, directly or indirectly, with the proceeds from the issuance of the Shares, or the status of such Purchaser Party’s representations, warranties or covenants under Party as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or any agreements or understandings (other than (x) an Action by the Company based solely upon such Purchaser Party may have with any such stockholder or any Party's breach of the Transaction Documents, (y) an Action by governmental authorities based solely upon violations by such Purchaser Party of state or federal securities laws or (z) an Action arising solely as a result of any conduct by such Purchaser Party which constitutes that has been determined by a final, non-appealable judicial decision to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). . (b) If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party, provided that the omission so to notify the Company will not relieve the Company from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselcounsel to the Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel (including any necessary local counsel in each relevant jurisdiction in the United States). No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld withheld, conditioned or delayed; delayed or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. . (c) The indemnification required by this Section 4.9 5.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law. (d) Given that a Purchaser Party may be entitled to indemnification (a "Jointly Indemnifiable Purchaser Claim") from both the Company, pursuant to this Agreement, and from any other person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such person or otherwise (the "Indemnitee-Related Purchaser Entities"), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Purchaser Party in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Purchaser Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Purchaser Party may have from the Indemnitee-Related Purchaser Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Purchaser Entities and no right of recovery the Purchaser Party may have from the Indemnitee-Related Purchaser Entities shall reduce or otherwise alter the rights of the Purchaser Party or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Purchaser Entities shall make any payment to the Purchaser Party in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Purchaser Claim, the Indemnitee-Related Investor Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Purchaser Party against the Company, and the Purchaser Party 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 Purchaser Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Purchaser Entities shall be third-party beneficiaries with respect to this Section 5.5, entitled to enforce this Section 5.5 against the Company as though each such Indemnitee-Related Investor Entity were a party to this Agreement.

Indemnification of Purchasers. Subject (a) In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholdersstockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersstockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur (i) as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties arising out of, in any capacityconnection with, or as a result of the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of them or their respective Affiliates, by any stockholder of obligations hereunder or thereunder or the Company who is not an Affiliate of such Purchaser Party, with respect to any consummation of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties hereby or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)thereby. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. (b) Promptly after receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 4.5(a), such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially and adversely prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnification required by this Section 4.9 Company shall not be made by periodic payments liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding, does not admit liability on the part of or attribute fault to any Indemnified Person and contains a provision requiring confidentiality with respect to the facts and circumstances of the investigation or defense, as dispute and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right the existence and amount of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawthe settlement.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents, successors and agents permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents to which it is a party or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation Documents to which it is a party or defensefrom such Purchaser Party’s fraud, as and when bills are received gross negligence, willful misconduct or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.95.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Registration Rights Agreement or (bii) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by this Agreement or the Transaction Documents Registration Rights Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under this Agreement or the Transaction Documents Registration Rights Agreement, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 5.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 5.9 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction DocumentsRegistration Rights Agreement. The indemnification required by this Section 4.9 shall be made by periodic payments Company will not, except with the prior written consent of the amount thereof during Indemnified Person, effect any settlement of or consent to the course entry of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition any judgment with respect to any cause proceeding in respect of action which any Indemnified Person is or similar right could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability in respect of or arising out of such claims or proceedings that are the subject matter of such proceeding, (ii) imposes no liability or obligation on the Indemnified Person and (iii) does not include any Purchaser Party against any Company admission of fault, culpability, wrongdoing or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.95.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, ​ ​ covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Registration Rights Agreement or (bii) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by this Agreement or the Transaction Documents Registration Rights Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under this Agreement or the Transaction Documents Registration Rights Agreement, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 5.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 5.9 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction DocumentsRegistration Rights Agreement. The indemnification required by this Section 4.9 shall be made by periodic payments Company will not, except with the prior written consent of the amount thereof during Indemnified Person, effect any settlement of or consent to the course entry of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition any judgment with respect to any cause proceeding in respect of action which any Indemnified Person is or similar right could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability in respect of or arising out of such claims or proceedings that are the subject matter of such proceeding, (ii) imposes no liability or obligation on the Indemnified Person and (iii) does not include any Purchaser Party against any Company admission of fault, culpability, wrongdoing or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions The Company shall, notwithstanding any termination of this Section 4.9Agreement, each Company, jointly and severally, will indemnify and hold harmless each Purchaser and its Purchaser, the officers, directors, officers, shareholderspartners, members, partners, agents and employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack each of such title or any other title)them, each Person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers, shareholders, agentspartners, members, partners or agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of each such controlling persons (eachPerson, a “Purchaser Party”) harmless to the fullest extent permitted by applicable law, from and against any and all lossesLosses, liabilitiesas incurred, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result arising out of or relating to (ai) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any of the representationscovenant, warranties, covenants agreement or agreements made by each Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder obligation of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under contained in the Transaction Documents or any agreements other certificate, instrument or understandings such Purchaser Party may have with any such stockholder document contemplated hereby or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraudthereby, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in any cause of action, suit or claim brought or made against such Indemnified Party (as defined below) by a third party (including for these purposes a derivative action there is, in the reasonable opinion of counsel, a material conflict brought on any material issue between the position behalf of the Company and Company), arising out of or resulting from (x) execution, delivery, performance or enforcement of the position of such Purchaser PartyTransaction Documents or any other certificate, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party under this Agreement instrument or document contemplated hereby or thereby, (y) for any settlement by a Purchaser Party effected without transaction financed or to be financed in whole or in part, directly or indirectly, with the Company’s prior written consentproceeds of the issuance of the Securities, which shall not be unreasonably withheld or delayed; or (z) the status of Indemnified Party as holder of the Securities or (iv) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent extent, that a loss(A) such untrue statements, claimalleged untrue statements, damage omissions or liability is attributable alleged omissions are based solely upon information regarding such Purchaser furnished in writing to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made Company by such Purchaser Party in this Agreement for use therein, or to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Purchaser expressly for use in the other Transaction Documents. The indemnification required Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such corrected prospectus was timely made available by this Section 4.9 shall be made by periodic payments the Company to the holder of the amount thereof during Securities, and the course holder of the investigation or defense, as and when bills are received or are incurred. The Securities seeking indemnity agreements contained herein shall be hereunder was advised in addition writing not to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject use the incorrect prospectus prior to pursuant the use giving rise to lawLosses.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8(a), each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur incur, it being understood and agreed that such losses and damages are not limited to out-of-pocket expenses (collectively “Losses”) as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is principally based upon any one or more of the following: (i) a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or (ii) any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes that is determined by a final judgment of a court of competent jurisdiction to constitute fraud, gross negligencenegligence or willful misconduct; provided that, for the sake of clarity, the Company shall advance any expenses actually and reasonably incurred by or on behalf of any Purchaser Party in connection with a Proceeding promptly after receipt by the Company of a reasonably detailed invoice therefor, but the relevant Purchaser Party(ies) shall reimburse the Company for all amounts so advanced by the Company if and only to the extent that a court of competent jurisdiction shall have finally determined that the relevant Purchaser Party’s conduct constituted fraud, gross negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writingwriting (provided, that the failure of any Purchaser Party to give such notice shall not relieve the Company of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure shall have prejudiced the Company), and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party if the Company acknowledges in writing its obligation to indemnify such Purchaser PartyParty hereunder for any Losses that may result from such action. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to acknowledge in writing its obligation to indemnify such Purchaser Party hereunder or to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed, if the Company has previously acknowledged in writing its obligations to indemnify such Purchaser Party hereunder against Losses that may result from such action; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Losses are proximately caused by (A) any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents, (B) any violations by the Purchaser of state or federal securities laws or (C) any conduct by such Purchaser that has been finally determined by a court of competent jurisdiction to have constituted fraud, gross negligence or willful misconduct. The indemnification required by this Section 4.9 Company shall be made by periodic payments obtain the prior written consent of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to relevant Purchaser Party(ies) before entering into any cause of action or similar right settlement of any third party claim if the settlement does not release the relevant Purchaser Party Party(ies) from all liabilities and obligations with respect to such claim or the settlement imposes injunctive or other equitable relief against any Company or others and any liabilities any Company may be subject to pursuant to lawthe relevant Purchaser Party(ies).

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.13, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.13, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.13 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8 and Section 6.6 with respect to indemnification under such Section, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, executive officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, executive officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them Purchaser Party or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyParties, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party Parties may have with any such stockholder or any violations by such Purchaser Party Parties of state or federal securities laws or any conduct by such Purchaser Party Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against Person (the “Section 4.8 Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.8, such Purchaser Party Section 4.8 Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Section 4.8 Indemnified Person, and shall assume the payment of all reasonable fees and expenses; provided, however, that the failure of any Section 4.8 Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Section 4.8 Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Section 4.8 Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Section 4.8 Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Section 4.8 Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Section 4.8 Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Section 4.8 Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Section 4.8 Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments 4.8 Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Section 4.8 Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9‎4.15, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with Documents). Promptly after receipt by any such stockholder Person (the “Indemnified Person”) of notice of any demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this Section ‎4.15, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such Proceeding, any Indemnified Person shall have the right to retain its own counsel; provided, that the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such Proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the foregoing clause (iii), if the Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense of such claim on behalf of such Indemnified Person. The Company shall not be liable for any (x) settlement of any Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned or (y) to the extent fees or costs incurred pursuant to this Section ‎4.15 are attributable to the Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by the Purchasers in this Agreement or the other Transaction Documents or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct. Without the prior written consent of the Indemnified Person, willful misconduct which consent shall not be unreasonably withheld, delayed or malfeasance). If conditioned, the Company shall not effect any action shall be brought against settlement of any Purchaser Party pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and indemnity may be could have been sought pursuant to this Agreementhereunder by such Indemnified Person, unless such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses settlement includes an unconditional release of such counsel shall be at the expense Indemnified Person from all liability arising out of such Purchaser Party except Proceeding and does not include any admission to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurredfault. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party Indemnified Person against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, The Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawAgreement.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.6, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents, successors and agents permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents to which it is a party or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation Documents to which it is a party or defensefrom such Purchaser Party’s fraud, as and when bills are received gross negligence, willful misconduct or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyto the extent permitted by law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, agents and employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners agents or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.4 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, managers, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, managers, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur due to a claim by a third party as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsAgreement. The indemnification required by this Section 4.9 shall be made by periodic payments Company will have the exclusive right to settle any claim or proceeding, provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the amount thereof during Purchaser Party, which will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required if the course settlement includes a full and unconditional release satisfactory to the Purchaser Party from all liability arising or that may arise out of the investigation such claim or defenseproceeding and does not include a statement as to or an admission of fault, as and when bills are received culpability or are incurred. The indemnity agreements contained herein shall be in addition a failure to any cause of action act by or similar right on behalf of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawParty.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.11, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Proceeding instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.11, such Purchaser Party Indemnified Person shall promptly notify the Company in writingwriting and, (1) with respect to claims relating to clause (i) above, the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the Company payment of all reasonable and documented fees and expenses relating to such Proceeding or investigation and (2) with respect to claims relating to clause (ii) above, the Indemnified Person shall have the right to assume the defense thereof with counsel or, in its sole discretion, consent to the assumption of defense by the Company, and shall so inform the Company in such notice; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its own choosing reasonably acceptable obligations hereunder except to the extent that the Company is actually and materially prejudiced by such Purchaser Partyfailure to notify. Any Purchaser Party In any such proceeding under clause (i) or, if the Indemnified Person has consented to the Company assuming defense of a proceeding under clause (ii), any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by the Company in writing, (iix) the Company has and the Indemnified Person shall have mutually agreed to the retention of such counsel; (y) the Company shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iiiz) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the position event of the circumstances described in the foregoing clause (z), if the Indemnified Person notifies the Company and in writing that such Indemnified Person elects to employ separate counsel at the position expense of the Company, then the Company shall not have the right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.11 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided to the Purchasers in the Registration Rights Agreement, each Company, jointly and severally, Issuer will indemnify and hold each Purchaser and its advisors, directors, officers, shareholders, members, partners, employees employees, agents and agents Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, employees or employees Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”), that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to of: (ai) any breach of any of the representations, warranties, covenants or agreements made by each Company Issuer in this Agreement or in the other Transaction Documents Agreement, or (bii) any action instituted against the a Purchaser Parties Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company Issuer or other third party who is not such Purchaser, an Affiliate of such Purchaser, or an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company Issuer will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Documents or attributable to the actions or inactions of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any such Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawIndemnified Person.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.95.5, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls "controls" such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of of, arising out of, or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach Documents, any transaction financed in whole or in part, directly or indirectly, with the proceeds from the issuance of the Shares, or the status of such Purchaser Party’s representations, warranties or covenants under Party as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or any agreements or understandings (other than (x) an Action by the Company based solely upon such Purchaser Party may have with any such stockholder or any Party's breach of the Transaction Documents, (y) an Action by governmental authorities based solely upon violations by such Purchaser Party of state or federal securities laws or (z) an Action arising solely as a result of any conduct by such Purchaser Party which constitutes that has been determined by a final, non-appealable judicial decision to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). . (b) If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party, provided that the omission so to notify the Company will not relieve the Company from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselcounsel to the Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel (including any necessary local counsel in each relevant jurisdiction in the United States). No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld withheld, conditioned or delayed; delayed or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. . (c) The indemnification required by this Section 4.9 5.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law. (d) Given that a Purchaser Party may be entitled to indemnification (a "Jointly Indemnifiable Purchaser Claim") from both the Company, pursuant to this Agreement, and from any other person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such person or otherwise (the "Indemnitee-Related Purchaser Entities"), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Purchaser Party in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Purchaser Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Purchaser Party may have from the Indemnitee-Related Purchaser Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Purchaser Entities and no right of recovery the Purchaser Party may have from the Indemnitee-Related Purchaser Entities shall reduce or otherwise alter the rights of the Purchaser Party or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Purchaser Entities shall make any payment to the Purchaser Party in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Purchaser Claim, the Indemnitee-Related Investor Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Purchaser Party against the Company, and the Purchaser Party shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment managers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against the Purchaser Parties in any capacitycapacity (including a Purchaser Party’s status as an investor), or any of them or their respective Affiliates, by the Company or any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect arising out of or relating to any of the transactions contemplated by the Transaction Documents Documents, or (unless such action is based c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon a breach exercise of such the Warrants, the Company will indemnify each Purchaser Party’s representations, warranties to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or covenants under the Transaction Documents relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any agreements form of prospectus or understandings in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party may have with any such stockholder or any violations furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or federal securities laws any rule or regulation thereunder in connection therewith. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims brought by the Company against the Purchaser Parties; provided, however, that such indemnification shall not cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in any Transaction Document or any conduct by such a Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasance)misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and and, except with respect to direct claims brought by the Company, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent. In addition, but only to the extent that a loss, claim, damage or liability is attributable to if any Purchaser Party’s breach Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any of Transaction Documents, then the representations, warranties, covenants or agreements made Company shall pay the costs incurred by such Purchaser Party in this Agreement for such collection, enforcement or in the other Transaction Documentsaction, including, but not limited to, attorneys’ fees and disbursements. The indemnification and other payment obligations required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation investigation, defense, collection, enforcement or defenseaction, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.8, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its Purchaser, such Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) ), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliatesother Purchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under any of the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities any applicable laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against . (b) Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the Company and the position of such Purchaser Partythem, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will shall not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, The Company will indemnify and hold each Purchaser and its directors, officers, shareholdersstockholders, members, managers, partners, employees employees, agents, successors and agents assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersstockholders, agents, members, partners or employees managers, partners, employees, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons Person (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, liabilities, deficiencies, suits, Actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs costs, interest, awards, penalties and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation investigation, preparation and defense that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of or inaccuracy in any of the representationsrepresentations or warranties made by the Company in this Agreement, warranties, (ii) any breach or default in performance of any of the covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Documents, or (biii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject (a) In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If . (b) Promptly after receipt by any action shall be brought against Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.7, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, directors, managers, officers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the shareholders, members, partners, directors, managers, officers, shareholders, agents, members, partners or employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall not be an exclusive remedy but shall be in addition to any cause of action or similar right in law or in equity of any Purchaser Party against any the Company or others others, and (y) any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents and agents investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees partners, employees, agents and investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Documents, provided that, with respect to a Purchaser and its related Indemnified Persons, the Company’s maximum liability hereunder shall not exceed an amount equal to the Subscription Amount received by it from such Purchaser, or (bii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company or other third party who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is directly attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from and against, without duplication, any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.6, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.6, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8(a), each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur incur, it being understood and agreed that such losses and damages are not limited to out-of-pocket expenses (collectively "Losses") as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is principally based upon any one or more of the following: (i) a breach of such Purchaser Party’s Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or (ii) any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes that is determined by a final judgment of a court of competent jurisdiction to constitute fraud, gross negligencenegligence or willful misconduct; provided that, for the sake of clarity, the Company shall advance any expenses actually and reasonably incurred by or on behalf of any Purchaser Party in connection with a Proceeding promptly after receipt by the Company of a reasonably detailed invoice therefor, but the relevant Purchaser Party(ies) shall reimburse the Company for all amounts so advanced by the Company if and only to the extent that a court of competent jurisdiction shall have finally determined that the relevant Purchaser Party's conduct constituted fraud, gross negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writingwriting (provided, that the failure of any Purchaser Party to give such notice shall not relieve the Company of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure shall have prejudiced the Company), and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party if the Company acknowledges in writing its obligation to indemnify such Purchaser PartyParty hereunder for any Losses that may result from such action. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to acknowledge in writing its obligation to indemnify such Purchaser Party hereunder or to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed, if the Company has previously acknowledged in writing its obligations to indemnify such Purchaser Party hereunder against Losses that may result from such action; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Losses are proximately caused by (A) any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents, (B) any violations by the Purchaser of state or federal securities laws or (C) any conduct by such Purchaser that has been finally determined by a court of competent jurisdiction to have constituted fraud, gross negligence or willful misconduct. The indemnification required by this Section 4.9 Company shall be made by periodic payments obtain the prior written consent of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to relevant Purchaser Party(ies) before entering into any cause of action or similar right settlement of any third party claim if the settlement does not release the relevant Purchaser Party Party(ies) from all liabilities and obligations with respect to such claim or the settlement imposes injunctive or other equitable relief against any Company or others and any liabilities any Company may be subject to pursuant to lawthe relevant Purchaser Party(ies).

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents, successors and agents permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s Purchaser's representations, warranties or covenants under the Transaction Documents to which it is a party or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation Documents to which it is a party or defensefrom such Purchaser Party's fraud, as and when bills are received gross negligence, willful misconduct or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject In consideration of each Purchaser’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, subject to the provisions of this Section 4.9, each Companythe Company will defend, jointly and severallyprotect, will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or partners, employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (each, a “Purchaser Party”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (“Indemnified Liabilities”) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in any of the other Transaction Documents or (b) any cause of action, suit, proceeding or claim (including for these purposes a derivative action brought on behalf of the Company) instituted against the Company, any Purchaser Parties Party, or any other Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to or arising out of the execution, delivery, performance or enforcement of any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If To the extent that the foregoing undertaking by the Company may be unenforceable for any action reason, the Company shall be brought against make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Promptly after receipt by any Purchaser Party such Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all such Indemnified Liabilities and any and all other fees and expenses relating to such proceeding; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel may be inappropriate due to actual or potential differing interests between them. The Company shall keep such Indemnified Persons reasonably apprised at all times as to the position status of the defense or any settlement negotiations with respect thereto. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extentCompany shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, but only to unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding and in no event shall such settlement include any non-monetary limitation on the extent that a loss, claim, damage actions of any Indemnified Person or any of its Affiliates or any admission of fault or liability is attributable to any Purchaser Party’s breach on behalf of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawIndemnified Person.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.94.7, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its Purchaser, such Purchaser’s directors, officers, shareholders, members, partners, investment adviser, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) ), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliatesother Purchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under any of the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any willful violations by such the Purchaser Party of state or federal securities any applicable laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against . (b) Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.7, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the Company and the position of such Purchaser Partythem, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will shall not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.6, each Companythe Company will defend, jointly and severallyprotect, will indemnify and hold each Purchaser the Purchasers and its their directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation ("Indemnified Liabilities") that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action, suit, proceeding or claim (including for these purposes a derivative action brought on behalf of the Company) instituted against the Company, any Purchaser Parties Party, or any other Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to or arising out of the execution, delivery, performance or enforcement of any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If To the extent that the foregoing undertaking by the Company may be unenforceable for any action reason, the Company shall be brought against make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Promptly after receipt by any Purchaser Party such Person (the "Indemnified Person") of notice of any demand, claim or circumstance which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.6, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all such Indemnified Liabilities and any and all other fees and expenses related to the proceeding; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person have mutually agreed to retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to the Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel may be inappropriate due to actual or potential differing interests between them. The Company shall keep the position Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior 's written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extentCompany shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, but only to unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding and in no event shall such settlement include any non-monetary limitation on the extent that a loss, claim, damage actions of the Indemnified Person or any of its Affiliates or any admission fault or liability is attributable to any Purchaser Party’s breach on behalf of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawIndemnified Person.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyand to the maximum extent permitted by law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) ), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyParties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party Parties may have with any such stockholder shareholder or any violations by such Purchaser Party Parties of state or federal securities laws or any conduct by such Purchaser Party Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to (x) any cause of action or similar right of any Purchaser Party against any the Company or others others, and (y) any liabilities any the Company may be subject to pursuant to law. The Company will have the exclusive right to settle any claim or proceeding, provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the applicable Purchaser Party, which will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required if the settlement includes a full and unconditional release satisfactory to such Purchaser Party from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Purchaser Party.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.94.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its Purchaser, such Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) ), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliatesother Purchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under any of the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities any applicable laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against . (b) Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.10, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the Company and the position of such Purchaser Partythem, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will shall not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this ------------------------------- Section 4.94.11, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, shareholders, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, ------------- claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one on such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligencenegligence or willful misconduct) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, willful misconduct any prospectus or malfeasance)any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counselsuch Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall have the right to settle any action against any of them by the payment of money by the Company provided that they cannot agree to any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof attorneys fees and costs in addition to a reasonable initial retainer during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company or other Person, in each case who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability Loss is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Documents or attributable to the gross negligence or willful misconduct on the part of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch Indemnified Person.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents and agents investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, employees, agents or employees investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyto the extent permitted by law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, agents and employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, agents or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) title)or employees of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each Company the Com- pany in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. (a) Subject to the provisions of this Section 4.94.13, STAC indemnifies and holds the Purchasers and the Agent and each Company, jointly and severally, will indemnify and hold each Purchaser and its of their directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each Company STAC in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company STAC who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which that constitutes fraud, gross negligence, willful misconduct or malfeasance). . (b) Subject to the provisions of this Section 4.13, the Company indemnifies and holds each Purchaser Party harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, in the other Transaction Documents or in any Company Offering Document or (b) any action instituted against a Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser that constitutes fraud, gross negligence, willful misconduct or malfeasance) or by the Company Offering Documents. (c) If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company and STAC in writing, and the Company and STAC shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Partychoosing. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company or STAC, as applicable, in writing, (ii) the Company or STAC has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company or STAC and the position of such Purchaser Party, in which case . Neither the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company nor STAC will be liable to any Purchaser Party under this Agreement (yi) for any consent settlement by a Purchaser Party effected without the CompanyCompany or STAC’s prior written consent, as applicable, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to (A) any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents, or (B) any violation by the Purchaser of state or federal securities laws or any conduct by such Purchaser that constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by obligations under this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills 4.13 are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any liability that the Company or others and STAC may otherwise have, including but not limited to any liabilities other indemnification liability under any Company may be subject to pursuant to lawother Transaction Document.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.11, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”, and collectively the “Purchaser parties”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyor its Purchaser parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a any sales, pledges, margin sales and similar transactions by such Purchaser to or with any other stockholder, any breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or stockholder, any violations by such the Purchaser Party or its representatives of state or federal securities laws or other applicable law, or any act, omission or other conduct by such Purchaser Party which or its representatives that constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party (or the majority of them if more than one is involved in such Purchaser Partyaction). Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel for all Purchaser parties involved in such action. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representationssales, warrantiespledge, covenants or agreements made margin sales and similar transactions by such Purchaser Party in this Agreement to or in with any other stockholder, any breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder, any violations by the Purchaser or its representatives of state or federal securities laws or other Transaction Documents. The indemnification required applicable law, or any act, omission or other conduct by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation such Purchaser or defenseits representatives that constitutes fraud, as and when bills are received gross negligence, willful misconduct or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companythe Company will indemnify, jointly and severallyto the fullest extent permitted by law, will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of of, relating to, or relating to in connection with (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct), willful misconduct (c) any untrue or malfeasance)alleged untrue statement of a material fact contained in the Registration, the Prospectus or the Prospectus Supplement, or in any amendment or supplement thereto or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or the Prospectus Supplement, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (d) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, any Canadian Securities Laws, or any rule or regulation thereunder in connection therewith, except to the extent, but only to the extent, that such violation arises directly from untrue statements or omissions made by the Company and based solely upon information regarding a Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use in any disclosure document, report or other filing of the Company. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counselcounsel to the applicable Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.95.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents Registration Rights Agreement or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by this Agreement or the Transaction Documents Registration Rights Agreement (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under this Agreement or the Transaction Documents Registration Rights Agreement, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 5.10, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 5.10 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction DocumentsRegistration Rights Agreement. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.09, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholdersstockholders, members, partners, employees employees, investment advisers, and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersstockholders, agents, members, partners partners, investment advisers, or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants covenants, or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Proceeding instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by this Agreement or the other Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties warranties, or covenants under this Agreement or the other Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim, or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.09, such Purchaser Party Indemnified Person shall promptly notify the Company in writingwriting and, (1) with respect to claims relating to clause (i) above, the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the Company payment of all reasonable and documented fees and expenses relating to such Proceeding or investigation and (2) with respect to claims relating to clause (ii) above, the Indemnified Person shall have the right to assume the defense thereof with counsel or, in its sole discretion, consent to the assumption of defense by the Company, and shall so inform the Company in such notice; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its own choosing reasonably acceptable obligations hereunder except to the extent that the Company is actually and materially prejudiced by such Purchaser Partyfailure to notify. Any Purchaser Party In any such proceeding under clause (i) or, if the Indemnified Person has consented to the Company assuming defense of a proceeding under clause (ii), any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by the Company in writing, (iix) the Company has and the Indemnified Person shall have mutually agreed to the retention of such counsel; (y) the Company shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iiiz) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the position event of the circumstances described in the foregoing clause (z), if the Indemnified Person notifies the Company and in writing that such Indemnified Person elects to employ separate counsel at the position expense of the Company, then the Company shall not have the right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.09 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed, or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.7, each Company, jointly the Company and severally, its Subsidiaries and Mount Tam will indemnify and hold each Purchaser the Purchasers and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser Purchasers (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Purchasers Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Purchasers Party may suffer or incur as a result of of, arising from, or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company and its Subsidiaries and Mount Tam in this Agreement or in the other Transaction Documents (or any allegation by a third-party that, if true would constitute such a breach) or (b) any action instituted against the Purchaser Parties in any capacitya Purchasers, or any of them or their respective Affiliates, by any stockholder of the Company or its Subsidiaries or Mount Tam who is not an Affiliate of such Purchaser PartyPurchasers, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representationsPurchasers’ representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party any Purchasers may have with any such stockholder or any violations by such Purchaser Party Purchasers of state or federal securities laws or any conduct by such Purchaser Party Purchasers which constitutes fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Purchasers Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser the Purchasers Party shall promptly notify the Company and Mount Tam in writing, and the Company and Mount Tam shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Partychoosing. Any Purchaser Purchasers Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser the Purchasers Party except to the extent that (i) the employment thereof has been specifically authorized by the Company and Mount Tam in writing, (ii) the Company and Mount Tam has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and Mount Tam and the position of such Purchaser the Purchasers Party, in which case the Companies shall be responsible for the reasonable fees . The Company and expenses of no more than one such separate counsel. No Company Mount Tam will not be liable to any Purchaser Purchasers Party under this Agreement (yi) for any settlement by a Purchaser Purchasers Party effected without the Company’s and Mount Tam’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Purchasers Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)agents, each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct) or (c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants, willful misconduct the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or malfeasance)relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.13 and Section 6.6 with respect to indemnification under such Section, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, executive officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, executive officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them Purchaser Party or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyParties, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party Parties may have with any such stockholder or any violations by such Purchaser Party Parties of state or federal securities laws or any conduct by such Purchaser Party Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.gross

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.14, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any material breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with Documents). Promptly after receipt by any such stockholder Person (the “Indemnified Person”) of notice of any demand, claim or circumstances that would or may give rise to a claim or the commencement of any violations by such Purchaser Party of state Proceeding or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.14, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.14 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls "controls" such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of of, arising out of, or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless Documents, any transaction financed in whole or in part, directly or indirectly, with the proceeds from the issuance of the Securities, any disclosure made by such action is based upon a breach Purchaser Party pursuant to Section 4.6, or the status of such Purchaser Party’s representations, warranties or covenants under Party as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or any agreements or understandings (other than (x) an Action by the Company based solely upon such Purchaser Party may have with any such stockholder or any Party's breach of the Transaction Documents, (y) an Action by governmental authorities based solely upon violations by such Purchaser Party of state or federal securities laws or (z) an Action arising solely as a result of any conduct by such Purchaser Party which constitutes has been determined by a final, non-appealable judicial decision to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselcounsel to the Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld withheld, conditioned or delayed; delayed or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law. Given that a Purchaser Party may be entitled to indemnification (a "Jointly Indemnifiable Purchaser Claim") from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the "Indemnitee-Related Purchaser Entities"), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to such Purchaser Party in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Purchaser Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery such Purchaser Party may have from the Indemnitee-Related Purchaser Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Purchaser Entities and no right of recovery that such Purchaser Party may have from the Indemnitee-Related Purchaser Entities shall reduce or otherwise alter the rights of the Purchaser Party or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Purchaser Entities shall make any payment to such Purchaser Party in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Purchaser Claim, the Indemnitee-Related Investor Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of such Purchaser Party against the Company, and such Purchaser Party 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 Purchaser Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Purchaser Entities shall be third-party beneficiaries with respect to this Section 4.10, entitled to enforce this Section 4.10 against the Company as though each such Indemnitee-Related Investor Entity were a party to this Agreement.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.11, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “"Purchaser Party”", and collectively the "Purchaser parties") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyor its Purchaser parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a any sales, pledges, margin sales and similar transactions by such Purchaser to or with any other stockholder, any breach of such Purchaser Party’s Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or stockholder, any violations by such the Purchaser Party or its representatives of state or federal securities laws or other applicable law, or any act, omission or other conduct by such Purchaser Party which or its representatives that constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party (or the majority of them if more than one is involved in such Purchaser Partyaction). Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel for all Purchaser parties involved in such action. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s 's prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representationssales, warrantiespledge, covenants or agreements made margin sales and similar transactions by such Purchaser Party in this Agreement to or in with any other stockholder, any breach of such Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder, any violations by the Purchaser or its representatives of state or federal securities laws or other Transaction Documents. The indemnification required applicable law, or any act, omission or other conduct by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation such Purchaser or defenseits representatives that constitutes fraud, as and when bills are received gross negligence, willful misconduct or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.6, each Company, jointly and severally, the Company will indemnify and hold each the Purchaser and its directors, officers, shareholders, members, partners, directors, managers, officers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the shareholders, members, partners, directors, managers, officers, shareholders, agents, members, partners or employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Partythe Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such the Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser PartyParty (in this regard, G▇▇▇▇▇▇ S▇▇▇▇▇ shall be deemed to be reasonably acceptable to Purchaser). Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurredreceived. The indemnity agreements contained herein shall not be an exclusive remedy but shall be in addition to any cause of action or similar right in law or in equity of any Purchaser Party against any the Company or others others, and (y) any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasancemalfeasance (collectively, the “Carve-Outs”)). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Purchaser Party, which shall not be unreasonably withheld or delayed; provided that such consent shall not be required if the settlement includes a full and unconditional release of the Purchase Party from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any Purchaser Party. The indemnification required by this Section 4.9 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To the extent that any payment made to a Purchaser Party is determined to have been improper by reason of the underlying action being based on conduct or circumstances set forth in the definition of the Carve-Outs, such Purchase Party will promptly pay the Company such amount. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.7, each Company, jointly and severally, the Company will indemnify and hold the Placement Agent and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of reasonable investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or the Purchaser Parties Placement Agent, as applicable, in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, or the Placement, as applicable, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s Purchaser’s, or Placement Agent’s, as applicable, representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party Purchaser, or Placement Agent, as applicable, may have with any such stockholder shareholder or any violations by such Purchaser Party the Purchaser, or Placement Agent, as applicable, of state or federal securities laws or any conduct by such Purchaser Party Purchaser, or Placement Agent, as applicable, which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel counsel, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yA) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zB) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the amount thereof during Purchaser Party, which will not be unreasonably withheld; provided, however, that such consent shall not be required if the course settlement includes a full and unconditional release satisfactory to the Purchaser Party from all liability arising or that may arise out of the investigation such claim or defenseproceeding and does not include a statement as to or an admission of fault, as and when bills are received culpability or are incurred. The indemnity agreements contained herein shall be in addition a failure to any cause of action act by or similar right on behalf of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawParty.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyto the fullest extent permitted by applicable law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitycapacity (including a Purchaser Party’s status as an investor), or any of them or their respective Affiliates, by the Company or any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect arising out of or relating to any of the transactions contemplated by the Transaction Documents Documents, (unless c) arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, the Prospectus Supplement and/or any registration statement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants , or, in each such action is based upon case, arising out of or relating to any omission or alleged omission of a breach material fact required to be stated therein or necessary to make the statements therein (in the case of such Purchaser Party’s representationsthe Prospectus, warranties or covenants under the Transaction Documents Prospectus Supplement or any agreements prospectus or understandings supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party may have with any such stockholder or any violations furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or federal securities laws any rule or regulation thereunder in connection therewith. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims brought by the Company against the Purchaser Parties; provided, however, that such indemnification shall not cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in any Transaction Document or any conduct by such a Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasance)misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and and, except with respect to direct claims against the Company or brought by the Company, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ one separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent. In addition, but only to the extent that a loss, claim, damage or liability is attributable to if any Purchaser Party’s breach Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any of Transaction Documents, then the representations, warranties, covenants or agreements made Company shall pay the costs incurred by such Purchaser Party in this Agreement for such collection, enforcement or in the other Transaction Documentsaction, including, but not limited to, attorneys’ fees and disbursements. The indemnification and other payment obligations required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation investigation, defense, collection, enforcement or defenseaction, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents and agents investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, employees or employees investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties a Indemnified Person in any capacity, or any of them or their respective Affiliatesaffiliates, by any stockholder shareholder of the Company who is not an Affiliate affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Documents or attributable to the gross negligence or willful misconduct on the part of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch Indemnified Person.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser the Purchasers and its their respective directors, officers, managers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such any Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each of the respective directors, officers, managers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or Documents; (b) any action instituted against the a Purchaser Parties Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance); or (c) any breach of any of the representations, warranties, covenants or agreements made by the Company in, or the failure by the Company to obtain any consent, waiver, approval or authorization required by, that certain registration rights agreement identified on Schedule 3.1(aa), in connection with the transactions contemplated by the Transaction Documents. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such the Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.5 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasancemalfeasance (collectively, the “Carve-Outs”)). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Purchaser Party, which shall not be unreasonably withheld or delayed; provided that such consent shall not be required if the settlement includes a full and unconditional release of the Purchase Party from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to or an admission or fault, culpability or a failure to act by or on behalf of any Purchaser Party. The indemnification required by this Section 4.9 4.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To the extent that any payment made to a Purchaser Party is determined to have been improper by reason of the underlying action being based on conduct or circumstances set forth in the definition of the Carve-Outs, such Purchase Party will promptly pay the Company such amount. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others others, and (y) any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.4, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants representations and warranties (to the extent such representation or agreements warranty is still in effect pursuant to the provisions of Section 4.5) made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.4, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such action there isIndemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the reasonable opinion of counselforegoing clause (iii), a material conflict on any material issue between if the position Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company and shall not have the position right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.4 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding, (ii) imposes no liability or obligation on the Indemnified Person and (iii) does not include any admission of fault, culpability, wrongdoing or malfeasance by or on behalf of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawIndemnified Person.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, investment advisors, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitya Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to (A) any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required , (B) any violations by this Section 4.9 shall be made the Purchaser of state or federal securities laws or (C) any conduct by periodic payments of the amount thereof during the course of the investigation such Purchaser which constitutes fraud, gross negligence, willful misconduct or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawmalfeasance.

Indemnification of Purchasers. Subject to the provisions of this Section 4.9, each Company, jointly and severally, The Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents and agents investment advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, employees or employees investment advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expensesexpenses actually and reasonably incurred by such Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against the Purchaser Parties an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not a Purchaser, an Affiliate of a Purchaser, or an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought Any indemnification payment made pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel Agreement shall be at the expense of such Purchaser Party treated as an adjustment to purchase price for Tax purposes, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification as otherwise required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawLaw.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.9 (and in addition to the indemnification provisions set forth in Section 4.15), each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based solely upon a material breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If Promptly after receipt by any action shall be brought against Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.9, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Party, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.14, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Proceeding instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents Documents, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws Laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.14, such Purchaser Party Indemnified Person shall promptly notify the Company in writingwriting and, (1) with respect to claims relating to clause (i) above, the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the Company payment of all reasonable and documented fees and expenses relating to such Proceeding or investigation and (2) with respect to claims relating to clause (ii) above, the Indemnified Person shall have the right to assume the defense thereof with counsel or, in its sole discretion, consent to the assumption of defense by the Company, and shall so inform the Company in such notice; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its own choosing reasonably acceptable obligations hereunder except to the extent that the Company is actually and materially prejudiced by such Purchaser Partyfailure to notify. Any Purchaser Party In any such proceeding under clause (i) or, if the Indemnified Person has consented to the Company assuming defense of a proceeding under clause (ii), any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by the Company in writing, (iix) the Company has and the Indemnified Person shall have mutually agreed to the retention of such counsel; (y) the Company shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iiiz) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the position event of the circumstances described in the foregoing clause (z), if the Indemnified Person notifies the Company and in writing that such Indemnified Person elects to employ separate counsel at the position expense of the Company, then the Company shall not have the right to assume the defense of such Purchaser Party, in which case the Companies claim on behalf of such Indemnified Person. The Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.14 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject In consideration of each Purchaser’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, subject to the provisions of this Section 4.94.10, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (“Indemnified Liabilities”) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in any of the other Transaction Documents or (b) any action instituted against the Company, any Purchaser Parties Party, or any other Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company Person who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to or arising out of the execution, delivery, performance or enforcement of any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.10, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all reasonable fees and expenses relating to such proceeding; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel may be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s prior its written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or (z) to conditioned, the extent, but only to the extent that a loss, claim, damage or liability is attributable to Company shall not effect any Purchaser Party’s breach settlement of any pending or threatened proceeding in respect of the representations, warranties, covenants which any Indemnified Person is or agreements made could have been a party and indemnity could have been sought hereunder by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Indemnified Person, unless such settlement includes an unconditional release of the amount thereof during the course such Indemnified Person from all liability arising out of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawsuch proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.15, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, investment advisers and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment advisers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (bii) any action Action instituted against the a Purchaser Parties in any capacity, or any of them or their respective AffiliatesPurchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser Partyseeking indemnification, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any other agreement with the Company, or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If Promptly after receipt by any action shall be brought against such Person (the “Indemnified Person”) of notice of any Purchaser Party demand, claim or circumstances which would or might give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this AgreementSection 4.15, such Purchaser Party Indemnified Person shall promptly notify the Company in writing, writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to assume the defense thereof with counsel of retain its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereofcounsel, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that Indemnified Person unless: (i) the employment thereof has been specifically authorized by Company and the Company in writing, Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company has shall have failed after a reasonable period of time promptly to assume the defense of such defense proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in such action there is, in the reasonable opinion judgment of counselcounsel to such Indemnified Person, a material conflict on any material issue representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the position of the them. The Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party of any proceeding effected without the Company’s its prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed; conditioned or (z) to the extent, but only to the extent that a loss, claim, damage fees or liability is costs incurred pursuant to this Section 4.15 are attributable to any Purchaser Partythe Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party the Purchasers in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Without the prior written consent of the amount thereof during Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein Company shall be in addition to not effect any cause of action or similar right settlement of any Purchaser Party against pending or threatened proceeding in respect of which any Company Indemnified Person is or others could have been a party and any liabilities any Company may be subject to pursuant to lawindemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyto the extent permitted by law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, agents and employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners agents or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this -19- Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.4.9

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companyto the extent permitted by law, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, agents and employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, agents or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (yi) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject In addition to the provisions of this Section 4.9indemnity provided in the Registration Rights Agreement, each Companyif applicable, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees employees, agents, and agents investment advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, employees, agents, or employees investment advisors (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs costs, and expenses, including all judgments, amounts paid in settlements, court costs costs, and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”), that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants covenants, or agreements made by each the Company in this Agreement or in the other Transaction Documents or Documents, (bii) any action instituted against the a Purchaser Parties Party in any capacity, or any of them or their respective Affiliatesaffiliates, by any stockholder shareholder of the Company who is not an Affiliate affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Proceeding involving the Company and arising out of or related to any event, fact, change, occurrence, development or condition prior to the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counselClosing Date. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage damage, or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or attributable to the actions or inactions of such Purchaser Party. The Any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to purchase price for Tax purposes, except as otherwise required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation Law or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawdeemed impermissible under GAAP.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.8, each Companythe Company will indemnify, jointly and severallyto the fullest extent permitted by applicable law, will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners partners, investment managers or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitycapacity (including a Purchaser Party’s status as an investor), or any of them or their respective Affiliates, by the Company or any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect arising out of or relating to any of the transactions contemplated by the Transaction Documents and (unless c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants, (i) any untrue or alleged untrue statement of a material fact contained in such action is based upon a breach of such Purchaser Party’s representationsregistration statement, warranties or covenants under the Transaction Documents any prospectus or any agreements form of prospectus or understandings in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party may have with any such stockholder or any violations furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any applicable state or federal non-U.S. securities laws law, or any rule or regulation thereunder in connection therewith. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims brought by the Company against the Purchaser Parties; provided, however, that such indemnification shall not cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in any Transaction Document or any conduct by such a Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasance)misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and and, except with respect to direct claims brought by the Company, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable to the Purchaser Party or (iii) in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent. In addition, but only to the extent that a loss, claim, damage or liability is attributable to if any Purchaser Party’s breach Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any of Transaction Documents, then the representations, warranties, covenants or agreements made Company shall pay the costs incurred by such Purchaser Party in this Agreement for such collection, enforcement or in the other Transaction Documentsaction, including, but not limited to, attorneys' fees and disbursements. The indemnification and other payment obligations required by this Section 4.9 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation investigation, defense, collection, enforcement or defenseaction, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any the Company or others and any liabilities any the Company may be subject to pursuant to law.

Indemnification of Purchasers. Subject to the provisions terms and conditions of this Section 4.9Article VI, each Companyfrom and after the Closing, jointly and severallySellers, will indemnify agrees to indemnify, defend and hold each Purchaser harmless the Purchasers, their respective affiliates, their respective present and its former directors, officers, shareholders, members, partners, employees and agents and its respective heirs, executors, administrators, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlethe “Purchaser’s Indemnified Persons”), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all losses, liabilities, obligations, claims, contingenciesliabilities and losses which may be imposed on, damagesincurred by or asserted against any Purchaser’s Indemnified Person, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result arising out of or relating to resulting from, directly or indirectly: (a) the inaccuracy of any representation or breach of any warranty of the representations, warranties, covenants Sellers or agreements the Company contained in or made by each Company in pursuant to this Agreement which was not disclosed to Purchasers in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Purchasers with respect to conditions to Closing in the other Transaction Documents or Section 5.03; (b) the breach of any action instituted against covenant or agreement of Sellers or the Purchaser Parties Company contained in any capacity, or any this Agreement; (c) the conduct of them or their respective Affiliates, by any stockholder the business of the Company who is not an Affiliate of such Purchaser Partyprior to the Closing; or (d) any claim to fees or costs for alleged services rendered by a broker, with respect agent, finder or other person claiming to any act in a similar capacity at the request of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have Sellers in connection with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement; provided, such Purchaser Party shall promptly notify the Company in writinghowever, that Sellers and the Company shall have the right to assume the defense thereof with counsel not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Purchasers of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No Company will be liable to any Purchaser Party obligations under this Agreement (y) for any settlement by or from a Purchaser Party effected without the CompanyPurchasers Indemnified Person’s prior written consentgross negligence, which shall not be unreasonably withheld fraud or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawwillful misconduct.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.10 and to the extent permitted by law, each Company, jointly and severally, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser PartyPurchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments Company will have the exclusive right to settle any claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the amount thereof during Purchaser Party, which will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required if the course settlement includes a full and unconditional release satisfactory to the Purchaser Party from all liability arising or that may arise out of the investigation such claim or defenseproceeding and does not include a statement as to or an admission of fault, as and when bills are received culpability or are incurred. The indemnity agreements contained herein shall be in addition a failure to any cause of action act by or similar right on behalf of any Purchaser Party against any Company or others and any liabilities any Company may be subject to pursuant to lawParty.

Indemnification of Purchasers. Subject to the provisions of this Section 4.94.6, each Company, jointly and severally, the Company will indemnify and hold each the Purchaser and its directors, officers, shareholders, members, partners, directors, managers, officers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the shareholders, members, partners, directors, managers, officers, shareholders, agents, members, partners or employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by each the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the a Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser PartyPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Partythe Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such the Purchaser Party may have with any such stockholder or any violations by such the Purchaser Party of state or federal securities laws or any conduct by such the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such the Purchaser PartyParty (in this regard, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be deemed to be reasonably acceptable to Purchaser). Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companies Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. No The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 4.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurredreceived. The indemnity agreements contained herein shall not be an exclusive remedy but shall be in addition to any cause of action or similar right in law or in equity of any Purchaser Party against any the Company or others others, and (y) any liabilities any the Company may be subject to pursuant to law.