Common use of Indemnification of the Placement Agent Clause in Contracts

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are reasonably incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement. The Company agrees to reimburse such expenses incurred by an Indemnified Person pursuant to which indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such reimbursement from time to time, whether prior to or after final disposition of any proceeding.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The In consideration of the Placement Agent’s execution and delivery of, and the performance of its obligations under, this Agreement, and in addition to all of the Company’s other obligations under the Securities Purchase Agreement, the Company agrees to shall defend, indemnify and hold harmless the Placement Agent, each of its affiliates and Affiliates, each person controlling such Person, if any, who controls Placement Agent (or any of its Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the each of its and its directors, officers, partners, members, shareholders, direct or indirect investors, employees, representatives and agents and employees of the Placement Agent(including, its affiliates and each such controlling person (the Placement Agentwithout limitation, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs those attorneys and other liabilities agents retained by Placement Agent or any such other Person in connection with the transactions contemplated by this Agreement and the other Offering Documents) (collectively, the “LiabilitiesPlacement Agent Indemnified Parties,” and each a “Placement Agent Indemnified Party”), from and shall reimburse each against any and all claims, actions, causes of action, suits, proceedings (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief), including, without limitation, any and all derivative actions brought on behalf of the Company or any Subsidiary, and any and all civil, criminal or regulatory investigations, whether formal or informal, to which any Placement Agent Indemnified Person Party may become subject (irrespective of whether any such Placement Agent Indemnified Party is a party, threatened to be made a party, or a witness to the claim, action, cause of action, suit, proceeding or investigation for which indemnification hereunder is sought), and all fees damages, losses, liabilities and expenses (including the reasonable fees and expenses of counsel for the counsel) incurred by any Placement Agent Indemnified PersonsParty (including, except without limitation, in settlement of any claim, action, cause of action, suit, proceeding or investigation), in each case as otherwise expressly provided in this Agreement) incurred (collectively, the a “ExpensesClaim”) and agrees to advance payment of such Expenses ), as they are incurred by an Indemnified Person in investigatinga result of, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of, or relating to (i) any misrepresentation, inaccuracy or breach of any representation or based upon warranty made by the Company or any Subsidiary in this Agreement or in the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in this Agreement or in the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (iii) the execution, delivery, performance or enforcement of this Agreement or the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (v) any untrue statement or alleged untrue statement of a material fact contained in (i) any the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors bythe Prospectus, or with the approval ofany amendment thereto, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless (vi) the status of such statement Placement Agent Indemnified Party as a holder of any equity or omission was made debt securities of the Company or any of its subsidiaries, including, without limitation, any of the Securities or the Placement Agent Securities, or as a party (or agent or attorney of such party) to this Agreement, (vii) any act or failure to act or any alleged act or failure to act by any Placement Agent Indemnified Party in reliance upon, and in conformity connection with, or relating in any manner to, the Securities, the Offering or any of the transactions contemplated by this Agreement, provided that the Company shall not be liable under this clause (vii) to the extent that a court of competent jurisdiction shall have determined by a final, non-appealable judgment that such claim, action, cause of action, suit, proceeding, investigation, damage, loss, liability or expense resulted directly from the violation of law, bad faith or willful misconduct of such Placement Agent’s information. The Company also agrees Agent Indemnified Party; and to reimburse each such Placement Agent Indemnified Person Party for any and all Expenses expenses (including the reasonable fees and disbursements of counsel chosen by such Placement Agent Indemnified Party) as they such expenses are incurred by such Placement Agent Indemnified Party in connection with investigating, defending, settling, compromising or paying any such claim, action, cause of action, suit, proceeding, investigation, damage, loss, liability or expense. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Person’s enforcement of his or its rights Liabilities which is permissible under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementapplicable law.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling person, if any, who controls such Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration StatementCompany in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, the Disclosure Package, the Preliminary Prospectus, the Prospectus or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus audio or visual materials (as from time to time each may be amended and supplemented); (iix) any materials or information provided to investors by, Investors by or with the written approval of, of the Company in connection or (y) based upon written information furnished by or on behalf of the Company with its approval and provided to Investors by or with the marketing written approval of the OfferingCompany including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementShares.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in connection with the marketing of the Securities. Notwithstanding the foregoing, the Company will not be liable to the Placement Agent pursuant to this Section 96(a) to the extent that any such loss, collectively called “application”) executed damage, claim or liability is found in a final, non-appealable judgment by the Company or based upon written information furnished by the Company in any a court of competent jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, have resulted from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his ’ willful misconduct or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementgross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, or the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information; and provided that the Company will have no obligation to indemnify and hold harmless hereunder in respect of any Liabilities or Expenses to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are reasonably incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of a single counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Offering Statement, the Pricing Disclosure Package, Materials and the Preliminary Prospectus, the Prospectus Final Offering Circular or in any Issuer Free Writing Prospectus Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the prior written approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees information or is found by a court to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such have resulted from gross negligence, bad faith or willful misconduct of the Indemnified Person; provided, however, that the Company will not be liable to the extent that such loss, claim, liability, expense or damage arises from or is based solely on any Placement Agent’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates affiliates, directors, officers and employees, and agents who have or who are alleged to have participated in the distribution of the Securities as Placement Agent and each person controlling such who controls the Placement Agent (within the meaning of Section 15 of either the Securities Act), and Act or the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and Exchange Act against any and all losses, claims, damages, judgmentsliabilities or actions, assessmentsjoint or several, costs and other liabilities (collectivelyto which they or any of them may become subject under the Securities Act, the “Liabilities”)Exchange Act or other federal or state statutory law or regulation, and shall reimburse each Indemnified Person for all fees and expenses at common law or otherwise (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreementi) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party theretorelating to, arising out of or in connection with the services performed pursuant to this Agreement, the transaction contemplated hereby or the Placement Agent role in connection therewith; provided, however, that the Company will not be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) under this clause (i) that are finally judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of the Placement Agent or (ii) insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement as originally filed or in any amendment thereof, or in the Disclosure Package, the Preliminary Base Prospectus, the Prospectus or in Prospectus, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) Prospectus, any materials or information provided to investors byDisclosure Package, or with the approval ofany Testing-the-Waters Communications, the Company any electronic road show used in connection with the marketing offering of the Offering, including Securities or in any “road show” amendment thereof or investor presentations made to investors by the Company (whether in person supplement thereto or electronically); arise out of or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person such indemnified party, as incurred, for all Expenses as they are any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Indemnified Person’s enforcement loss, claim, damage, liability or action under clauses (i) or (ii); provided, however, that the Company will not be liable in any such case pursuant to clause (ii) to the extent that any such loss, claim, damage or liability arises out of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the same rights Placement Agent Information (as defined below). This indemnity agreement will be in addition to enforce any liability which the indemnification that each Indemnified Person would have if he was a party to this AgreementCompany may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act), and the directors, officers, agents and employees Act or Section 20 of the Placement Agent, its affiliates and each such controlling person (the Placement AgentExchange Act, and each such entity or person hereafter is referred to as an “Indemnified Person”) affiliate of any Placement Agent within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages, judgments, assessments, costs damages and other liabilities (collectivelyincluding, the “Liabilities”)without limitation, and shall reimburse each Indemnified Person for all fees and any legal or other expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided reasonably incurred in this Agreementconnection with defending or investigating any such action or claim) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party theretocaused by, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or any amendment thereof, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Disclosure Packagestatements therein not misleading, the (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Prospectus or in Time of Sale Prospectus, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) Prospectus, any materials or issuer information provided to investors bythat the Company has filed, or with the approval ofis required to file, the Company in connection with the marketing pursuant to Rule 433(d) of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the CommissionAct, any state securities commission or agencyroad show not constituting a free writing prospectus, any national securities exchange; or the Prospectus or any amendment or supplement thereto, or any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they there were made, not misleadingmisleading or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein or in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, unless however, that the Company shall not be liable under this Section 6(a) to the extent that such losses, claims, damages or liabilities are caused by, arise out of or are based upon any such untrue statement or omission was or alleged untrue statement or omission made therein in reliance upon, upon and in conformity with, with information relating to any Placement Agent furnished to the Company in writing by such Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent expressly for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementuse therein.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented)Subscription Documents; (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third third-party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented)Subscription Documents; (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless all of the Placement Agent, its their respective affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the such Placement Agent, its their respective affiliates and each such controlling person (the each Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s ’ information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.Aegis Capital Corp. May [●], 2017

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person controlling who controls such Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder, under the Warrants, the Agent’s Warrants or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, unless any Preliminary Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Securities or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Base Prospectus, any Preliminary Prospectus or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementProspectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, or (iiii) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Offering, including any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s informationInformation. Notwithstanding the foregoing, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “"Indemnified Person”") from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “"Liabilities”"), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “"Expenses”") and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “"road show” " or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “"application”") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s 's information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s 's enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and harmless against any losses, claims, damages, judgments, assessments, costs and other damages or liabilities (collectively“Losses”) to which the Placement Agent may become subject, under the “Liabilities”Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such Losses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the General Disclosure Package, Package or the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); Prospectus, (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading or (iii) any breach of the circumstances under which they were maderepresentations, warranties and agreements of the Company contained herein, and will reimburse the Placement Agent for any legal or other expenses incurred by then in connection with investigating or defending against such Losses (or actions in respect thereof); provided, however, that the Company shall not misleading, unless be liable in any such case to the extent that any such Losses (or actions in respect thereof) arise out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus in reliance upon, upon and in conformity with, with the Placement Agent’s informationInformation. The In addition to its other obligations under this Section 6(a), the Company also agrees to that it will reimburse each Indemnified Person the Placement Agent for all Expenses as they are legal fees or other expenses incurred in connection with investigating or defending any such Indemnified Person’s enforcement of his claim, action, investigation, inquiry or its rights under other proceeding, described in this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSection 6(a), as such fees and expenses are incurred.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates affiliates, directors, officers, employees, agents and each person controlling person, if any, who controls such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees Act or Section 20 of the Placement AgentExchange Act, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any and all losses, claims, damagesdamages and liabilities, judgmentsjoint or several (including, assessmentswithout limitation, costs reasonable fees of one outside legal counsel and other liabilities (collectivelyexpenses reasonably incurred in connection with any suit, the “Liabilities”)action or proceeding or any claim asserted, and shall reimburse each Indemnified Person for all as such fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Personsare incurred) that arise out of, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they or are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, Statement or the Prospectus (or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplementedamendment or supplement thereto); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including caused by any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless except insofar as (i) such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission was or alleged untrue statement or omission made in reliance upon, upon and in conformity withwith any information furnished to the Company in writing by the Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in subsection (b) below and (ii) such indemnity with respect to any Prospectus shall not inure to the benefit of the Placement Agent (or any person controlling the Placement Agent’s information. The Company also agrees ) from whom the person asserting such loss, claim, damage or liability purchased the Shares if such person did not receive a copy of the Prospectus at or prior to reimburse each Indemnified Person for all Expenses as they are incurred the consummation of the sale of such Shares to such person in connection with any case where such Indemnified Person’s enforcement delivery is required by the Act and the untrue statement or omission of his a material fact was corrected in a revised or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementsupplemented Prospectus.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance advance, promptly upon request, payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statementor omitted from, the Disclosure Package, the Preliminary Prospectus, the Prospectus and in conformity with information concerning such Placement Agent furnished in writing by or in any Issuer Free Writing Prospectus (as from time on behalf of such Placement Agent to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with expressly for use therein, which information the marketing of parties hereto agree is limited to the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); Placement Agent Information or (iii) any application untrue statement or other document or written communication (alleged untrue statement of any material fact contained in this Section 9, collectively called “application”) executed by the Company or based upon written information Company’s investor presentation slides in the form furnished by the Company under Form 8-K on October 17, 2013. Notwithstanding the foregoing, the Company will not be liable to the Placement Agent pursuant to this Section 6(a) to the extent that any such loss, damage, claim or liability is found in any a final, non-appealable judgment by a court of competent jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, have resulted from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his willful misconduct or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementgross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, or the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, or any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s informationInformation or is found by a court to have resulted from gross negligence, bad faith or willful misconduct of the Indemnified Person (including the failure to deliver the Prospectus or any other Offering documents). The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement AgentAgent and its stockholders, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents officers and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and other to which such Person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, expenses or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, including the Disclosure Packageinformation deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, the Preliminary Prospectus, the Base Prospectus or any Prospectus Supplement, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference therein), or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Securities (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading; or (ii) in whole or in part upon any inaccuracy in the light representations and warranties of the circumstances Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under which they were madelaw, and shall reimburse the Placement Agent promptly upon demand for any documented legal fees or other expenses reasonably incurred by the Placement Agent in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise reasonably incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that with respect to clause (i) above the Company shall not misleadingbe liable in any such case to the extent that any such loss, unless such claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, the Prospectus Supplement, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus Supplement), or in any Marketing Materials, in reliance upon, upon and in conformity with, with written information furnished to the Company by the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person , specifically for all Expenses as they are incurred use in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementpreparation thereof.

Indemnification of the Placement Agent. The Each of the Company agrees and the Guarantors agrees, jointly and severally, to indemnify and hold harmless the Placement Agent, its the Closing Agent and their respective affiliates and each person their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling such the Placement Agent, the Closing Agent (or any of their respective affiliates within the meaning of either Section 15 of the Securities Act), and the directors, officers, agents and employees Act or Section 20 of the Placement Agent, its affiliates and each such controlling person Exchange Act (the Placement Agent, the Closing Agent and each such entity or other person hereafter is being referred to as an “Indemnified Person”) ), to the fullest extent lawful, from and against any all claims, liabilities, losses, claimsdamages and expenses (or actions in respect thereof), damages, judgments, assessments, costs and other liabilities as incurred (collectively, the “LiabilitiesLosses”), and shall reimburse each to which such Indemnified Person for all fees and expenses may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where the Securities have been offered or at common law or otherwise (including the reasonable fees and expenses in settlement of counsel for the Indemnified Personsany litigation), except insofar as otherwise expressly provided such Losses (or actions in this Agreementrespect thereof as contemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or based are related to this Agreement or the Placement, or are based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Public Disclosure (i) the Registration Statementor any amendment or supplement thereto), the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any breach by the Company or any Guarantor of any representation or warranty or failure to comply with any of the covenants and agreements contained in this Agreement, unless such statement or (iii) any act or omission was made failure to act or any alleged act or failure to act by the Placement Agent or the Closing Agent in reliance uponconnection with, or relating in any manner to, the Securities or the Placement contemplated hereby, and which is included as part of or referred to in conformity withany Losses or action arising out of or based upon any matter covered by clauses (i) or (ii) above, provided that the Company and the Guarantors shall not be liable under this clause (iii) to the extent that such Losses resulted solely and directly from any such acts or failures to act undertaken or omitted to be taken by the Placement Agent’s informationAgent or the Closing Agent through its willful misconduct or gross negligence. The Each of the Company also agrees and the Guarantors agrees, jointly and severally, to reimburse each the Indemnified Person for for: all Expenses reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel chosen by the Placement Agent or the Closing Agent, as they applicable) as such expenses are incurred by the Placement Agent or the Closing Agent in connection with the investigation, preparation, defense or settlement of any action or claim for which indemnification has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party. No person will be entitled to indemnity under this Section 6(a) in respect of any Loss to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Loss resulted solely and directly from the gross negligence or willful misconduct of such Indemnified Person’s enforcement of his or its rights under . The indemnity agreement set forth in this Agreement. Each Indemnified Person is an intended third party beneficiary with Section 6(a) shall be in addition to any liabilities that the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementCompany may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each of its respective directors, officers, members, employees, representatives and agents and any person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock ("Marketing Materials"), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any reasonable legal or other expenses incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity with, with written information furnished to the Company by the Placement Agent’s information. The , specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent's Information or (y) an untrue statement or alleged untrue statement of a material fact, or omission or alleged omission to state a material fact in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, any such amendment or supplement, any Issuer Free Writing Prospectus or any Marketing Materials that is corrected by an amendment or other corrective materials provided by the Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with the Placement Agent and the Placement Agent fails, due solely to gross negligence or willful misconduct, to deliver such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with corrective materials to the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInvestors.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesloss, claimsdamage, damagesclaim or liability, judgmentswhich, assessments, costs and other liabilities (collectivelyjointly or severally, the “Liabilities”Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, damage, claim or liability (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or any amendment thereto (including the Disclosure Packageinformation deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus (as from time or any amendment or supplement thereto including any documents filed under the Exchange Act and deemed to time each may be amended and supplementedincorporated by reference into the Prospectus); (ii) , or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and, unless in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, (iii) any untrue statement or omission was alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or in any Marketing Materials, in reliance upon, upon and in conformity with, with information concerning the Placement Agent’s information. The Agent furnished in writing by or on behalf of the Placement Agent to the Company also agrees expressly for use therein, which information the parties hereto agree is limited to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementPlacement Agent Information.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s informationInformation. Notwithstanding the foregoing, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers, directors, members, employees and agents, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities Exchange Act (collectively, the “LiabilitiesPlacement Agent Indemnified Parties”) against any action, loss, claim, damage, costs, liability or expense (collectively, “Loss”), and shall reimburse each joint or several, as incurred, to which such Placement Agent Indemnified Person for all fees and expenses Parties may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the reasonable fees and expenses written consent of counsel for the Indemnified PersonsCompany, except which consent shall not be unreasonably withheld), insofar as otherwise expressly provided such loss, claim, damage, liability or expense (or actions in this Agreementrespect thereof as contemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, unless or each Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained in this Agreement or the Subscription Agreement; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) upon a breach by the Company of this Agreement; (vi) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Shares or the Offering contemplated hereby, and which is included as part of or referred to in any Loss arising out of or based upon any matter covered by clause (i), (ii), (iii), (iv), or (v) above, provided that the Company shall not be liable under clause (iv), (v) and (vi) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such Loss resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its gross negligence or willful misconduct; and to reimburse such Placement Agent Indemnified Party for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent Indemnified Party in connection with investigating, defending, settling, compromising or paying any such Loss; provided, however, that the foregoing indemnity agreement shall not apply to any Loss to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse Base Prospectus or each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Prospectus Supplement (or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementany amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates affiliates, directors, officers and employees, and agents who have or who are alleged to have participated in the distribution of the Securities as Placement Agent and each person controlling such who controls the Placement Agent (within the meaning of Section 15 of either the Securities Act), and Act or the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and Exchange Act against any and all losses, claims, damagesdamages or liabilities, judgmentsjoint or several, assessmentsto which they or any of them may become subject under the Act, costs and the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement as originally filed or in any amendment thereof, or in the Disclosure PackageBase Prospectus, the any Preliminary Prospectus, the Prospectus or in Final Prospectus, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors byProspectus, or with the approval of, the Company in connection with the marketing any amendment thereof or supplement thereto or arise out of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person such indemnified party, as incurred, for all Expenses as they are any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Indemnified Person’s enforcement loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the same rights Placement Agent Information. This indemnity agreement will be in addition to enforce any liability which the indemnification that each Indemnified Person would have if he was a party to this AgreementCompany may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, or (iiii) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Offering, including any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and harmless against any losses, claims, damages, judgments, assessments, costs and other damages or liabilities (collectively“Losses”) to which the Placement Agent may become subject, under the “Liabilities”Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such Losses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, Offering Memorandum or the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); amendment or supplement thereto, (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading or (iii) any breach of the circumstances under which they were maderepresentations, not misleading, unless such statement or omission was made in reliance uponwarranties and agreements of the Company contained herein, and will reimburse the Placement Agent for any legal or other expenses incurred by then in conformity withconnection with investigating or defending against such Losses (or actions in respect thereof); provided, however, that the Company shall not be liable in any such case to the extent that any such Losses (or actions in respect thereof) arise out of or are based upon (x) the Placement Agent’s informationbad faith, gross negligence or willful misconduct or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Offering Memorandum or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof. The In addition to its other obligations under this Section 6(a), the Company also agrees to that it will reimburse each Indemnified Person the Placement Agent for all Expenses as they are legal fees or other expenses incurred in connection with investigating or defending any such Indemnified Person’s enforcement of his claim, action, investigation, inquiry or its rights under other proceeding, described in this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSection 6(a), as such fees and expenses are incurred.

Indemnification of the Placement Agent. (i) The Company agrees to indemnify will indemnify, defend and hold harmless the Placement Agent, and its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act)respective Indemnified Parties, and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including reasonable legal and other expenses incurred in investigating and defending such claims or liabilities), damages or liabilities, joint or several, to which the reasonable fees and expenses of counsel for Placement Agent, or its respective Indemnified Parties, may become subject under the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectivelySecurities Act, the “Expenses”Exchange Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon upon: (1) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Company, any material breach of a covenant contained herein by the Company, or any material failure by the Company to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering; (2) any untrue statement or alleged untrue statement of a material fact contained (A) in the PPM or any amendment or supplement to the PPM (iB) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors byApproved Sales Literature, or with the approval of, the Company (C) in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any blue sky application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or on its behalf specifically for the purpose of qualifying or exempting any or all of the offered Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof (any such application, document or filed with the Commission, any state securities commission or agency, any national securities exchangeinformation being hereinafter called a "Blue Sky Application"); or or (3) the omission or alleged omission therefrom of to state a material fact required to be stated in the PPM to make the statements therein not misleading or necessary the omission or alleged omission to state a material fact required to be stated in the PPM or any amendment or supplement to the PPM to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The Company will reimburse the Placement Agent, unless and its respective Indemnified Parties, for any reasonable legal or other expenses incurred by the Placement Agent, and its respective Indemnified Parties, in connection with investigating or defending such loss, claim, expense, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, expense, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company or the Placement Agent in the preparation of (A) the PPM or any amendment or supplement to the PPM (B) any such Approved Sales Literature or (C) any such Blue Sky Application; and further provided that the Company will not be liable in any such case if it is determined that the Placement Agent was at fault in connection with the loss, claim, expense, damage or liability. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (iii) Notwithstanding anything to the contrary set forth herein, as required by Section II.G. of the NASAA REIT Guidelines, the indemnification and agreement to hold harmless provided in this Section 8(b) is further limited to the extent that no such indemnification by the Company of the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his , or its rights respective Indemnified Parties, shall be permitted under this Agreement. Each Agreement for, or arising out of, an alleged violation of federal or state securities laws, unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnified Person is an intended third party beneficiary Party; (b) such claims have been dismissed with prejudice on the same rights merits by a court of competent jurisdiction as to enforce the particular Indemnified Party; or (c) a court of competent jurisdiction approves a settlement of the claims against the particular Indemnified Party and finds that indemnification that each Indemnified Person would have if he was a party of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which the securities were offered or sold as to this Agreement.indemnification for violations of securities laws ..

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus Subscription Documents (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any term sheets or “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information provided to the Company in writing specifically for use in an application or in the Subscription Documents (the “Placement Agent’s informationInformation”) or unless such Liabilities are determined by a final order of a court of appropriate jurisdiction to have resulted solely from the gross negligence or willful misconduct of the person or persons seeking indemnification for such Liabilities. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in connection with the marketing of the Securities. Notwithstanding the foregoing, the Company will not be liable to the Placement Agent pursuant to this Section 96(a) to the extent that any such loss, collectively called “application”) executed damage, claim or liability is found in a final, non-appealable judgment by the Company or based upon written information furnished by the Company in any a court of competent jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, have resulted from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his willful misconduct or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementgross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon this Agreement, or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus Subscription Documents (as from time to time each may be amended and supplemented)) or the Debt purchase agreement; (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any term sheets or “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information provided to the Company in writing specifically for use in an application or in the Subscription Documents (the “Placement Agent’s informationInformation”). The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates affiliates, directors, officers and employees, and agents who have or who are alleged to have participated in the distribution of the Securities as Placement Agent and each person controlling such who controls the Placement Agent (within the meaning of Section 15 either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act), and the directorsExchange Act or other federal or state statutory law or regulation, officersat common law or otherwise (i) relating to, agents and employees arising out of or in connection with the services performed pursuant to this Agreement, the transaction contemplated hereby or the Placement Agent’s role in connection therewith; provided, its affiliates and each such controlling person (however, that the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against Company will not be responsible for any losses, claims, damages, judgments, assessments, costs and other damages or liabilities (collectivelyor expenses relating thereto) under this clause (i) that are finally judicially determined to have resulted from the willful misconduct, bad faith or gross negligence of the “Liabilities”)Placement Agent or (ii) insofar as such losses, and shall reimburse each Indemnified Person for all fees and expenses claims, damages or liabilities (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement as originally filed or in any amendment thereof, or in the Disclosure Package, the Preliminary Base Prospectus, the Prospectus or in Prospectus, any Issuer Free Writing Prospectus (as from time to time each may be amended Prospectus, and supplemented); (ii) Disclosure Package, any materials or information provided to investors by, or with the approval of, the Company electronic road show used in connection with the marketing offering of the Offering, including Securities or in any “road show” amendment thereof or investor presentations made to investors by the Company (whether in person supplement thereto or electronically); arise out of or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person such indemnified party, as incurred, for all Expenses as they are any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Indemnified Person’s enforcement loss, claim, damage, liability or action under clauses (i) or (ii); provided, however, that the Company will not be liable in any such case pursuant to clause (ii) to the extent that any such loss, claim, damage or liability arises out of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the same rights information relating to enforce the indemnification Placement Agent furnished to the Company in writing by the Placement Agent expressly for use in the Disclosure Package, it being understood and agreed that each Indemnified Person would have if he was a party the only such information furnished by the Placement Agent consists of the information described as such in Section 6(b) hereof. This indemnity agreement will be in addition to this Agreementany liability which the Company may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented)Subscription Documents; (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are reasonably incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons (collectively, “Placement Agent Indemnitees”), from and against any loss, damage, claim or liability, which, jointly or severally, the Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable reasonable, documented out-of-pocket fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person the Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any breach of a representation made in Section 2 hereof or the Registration Statement, failure by the Disclosure Package, the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company and based upon and in connection conformity with the marketing written information furnished by or on behalf of the OfferingCompany for distribution to Investors including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreementthe Securities. Each Indemnified Person is an intended third party beneficiary with Notwithstanding the same rights foregoing, the Company will not be liable to enforce the indemnification that each Indemnified Person would have if he was a party any Placement Agent Indemnitee pursuant to this AgreementSection 6(a) to the extent that any such loss, damage, claim or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any Placement Agent Indemnitee’s willful misconduct or gross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates affiliates, each of its directors, officers, members, employees, representatives and each agents and any person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (each a “Control Person”), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to will indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damagesdamages or liabilities to which the Placement Agent may become subject, judgmentsunder the Securities Act or otherwise, assessmentsinsofar as such losses, costs and other claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packagebase prospectus included in the Registration Statement, the Preliminary Pricing Disclosure Package or the Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus Prospectus, any “roadshow” as defined in Rule 433(h) under the Securities Act (as from time a “roadshow”), any “issuer information” filed or required to time each may be amended and supplemented); (iifiled pursuant to Rule 433(d) any materials or information provided to investors byunder the Securities Act, or with the approval of, the Company in connection with the marketing arise out of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by the Placement Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (i) arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, the base prospectus included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity withwith the Placement Agent Information, (ii) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred (x) gross negligence or willful misconduct in connection with such Indemnified Person’s enforcement any of his the advice, actions, inactions or its rights under services referred to in this Agreement. Each Indemnified Person is an intended third party beneficiary Agreement or (y) use of any offering materials or information concerning the Company in connection with the same rights to enforce offer or sale of the indemnification that each Indemnified Person would have if he was a party to this AgreementShares in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damagesdamages or liabilities, judgmentsjoint or several, assessmentsto which such Placement Agent may become subject, costs and other under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company, insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430B of the Securities Act Regulations, the General Disclosure Package, the Preliminary Prospectus, or any amendment or supplement thereto (including any documents filed under the Prospectus or in Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Securities (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and shall reimburse the Placement Agent promptly upon demand for any documented legal fees or other expenses reasonably incurred by the Placement Agent in connection with investigating, unless or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise reasonably incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430B of the Securities Act Regulations, the General Disclosure Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance advance, promptly upon request, payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement. The Company acknowledges and agrees that any failure on its part to advance legal expenses that are otherwise due hereunder will cause the Placement Agent irreparable harm.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and each officers, and any person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the 1934 Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) foregoing persons from and against any lossesloss, claimsdamage, damagesexpense, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses liability or claim (including the reasonable fees and expenses cost of counsel for the Indemnified Personsinvestigation) which, except as otherwise expressly provided in this Agreement) (collectivelyjointly or severally, the “Expenses”) and agrees to advance payment of Placement Agent or any such Expenses person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as they are incurred by an Indemnified Person in investigatingsuch loss, preparingdamage, pursuing expense, liability or defending any actions, whether or not any Indemnified Person is a party thereto, arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplementedamendment or supplement thereto); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing arises out of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or is based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state a material fact required to be stated therein in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or necessary to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading, unless such statement or arises out of or is based upon any omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees or alleged omission to reimburse each Indemnified Person for all Expenses as they are incurred state a material fact in connection with such Indemnified Person’s enforcement information required to be stated in any such Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or necessary to make such information not misleading. If any action, suit or proceeding (together, a "Proceeding") is brought against the Placement Agent or any such person in respect of his which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Placement Agent or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Placement Agent or any such person or otherwise. The Placement Agent or such person shall have the right to employ its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same rights jurisdiction representing the indemnified parties who are parties to enforce such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the indemnification written consent of the Company, the Company agrees to indemnify and hold harmless the Placement Agent and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that each Indemnified Person would it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have if he was reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to this Agreementact, by or on behalf of such indemnified party.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and officers, and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, such Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration StatementCompany in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, the Disclosure Package, the Preliminary Prospectus, the Prospectus (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or in connection with the marketing of the Securities or (iiiv) any application breach of the Company’s representations, warranties or other document or written communication (in covenants under this Agreement. Notwithstanding the foregoing, the Company will not be liable to the Placement Agent pursuant to this Section 96(a) to the extent that any such loss, collectively called “application”) executed damage, claim or liability is found in a final, non-appealable judgment by the Company or based upon written information furnished by the Company in any a court of competent jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, have resulted from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his willful misconduct or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementgross negligence.

Indemnification of the Placement Agent. The Company agrees to shall indemnify and hold harmless the Placement Agent, its affiliates directors, officers, managers, members, employees, and agents and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act)Act (collectively the “Placement Agent Indemnified Parties” and each a “Placement Agent Indemnified Party”) against any loss, and the directorsclaim, officersdamage, agents and employees of expense or liability, joint or several, or any action, investigation or proceeding in respect thereof, to which the Placement AgentAgent Indemnified Party may become subject, its affiliates and each under the Securities Act or otherwise, insofar as such controlling person (the Placement Agentloss, and each such entity claim, damage, expense, liability, action, investigation or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Base Prospectus, the Registration Statement, the Disclosure Package, the any Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time Prospectus, any “issuer information” filed or required to time each may be amended filed pursuant to Rule 433(d) of the Rules and supplemented); Regulations or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom to state in the Base Prospectus, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless (iii) any breach of the representations and warranties of the Company contained herein, or (iv) any act or failure to act, or any alleged act or failure to act, by the Placement Agent in connection with, or relating in any manner to, the Units or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by clause (i), (ii) or (iii) above; (provided that the Company shall not be liable in the case of any matter covered by this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by the Placement Agent through its gross negligence or willful misconduct) and shall reimburse each Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with any such loss, claim, damage, expense, liability, action, investigation or proceeding as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission was or alleged omission from the Base Prospectus, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus, or in any amendment or supplement thereto made in reliance upon, upon and in conformity withwith written information furnished to the Company by or on behalf of the Placement Agent through the Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s informationInformation (as defined in Section 16 ). The This indemnity agreement is not exclusive and will be in addition to any liability, which the Company also agrees might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to reimburse each Placement Agent Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementParty.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its directors, officers, employees, agents, affiliates and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person the Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, Agent and its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of as defined in Rule 405 under the Securities Act)Act of 1933, as amended) and the their respective directors, officers, employees, agents and employees of controlling persons (the Placement Agent, its affiliates Agent and each such controlling person (the Placement Agentperson, and each such entity or person hereafter is referred to as an “Indemnified PersonParty”) from and against any all losses, claims, damages, judgments, assessments, costs damages and other liabilities (collectivelyor actions, the “Liabilities”including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by the Placement Agent of the services contemplated by or the engagement of the Placement Agent pursuant to this Agreement and shall will promptly reimburse each any Indemnified Person Party for all fees reasonable and documented expenses (including the reasonable and documented counsel fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreementexpenses) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified PersonParty is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the Indemnified Party’s enforcement of his fraud, willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its rights under security holders or creditors related to or arising out of the engagement of the Placement Agent pursuant to, or the performance by the Placement Agent of the services contemplated by, this Agreement. Each Indemnified Person Agreement except to the extent that any loss, claim, damage or liability is an intended third party beneficiary with found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementPlacement Agent’ material breach of securities regulations, willful misconduct or gross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates affiliates, each of its directors, officers, members, employees, representatives and each agents and any person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (each a "Control Person"), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Shares ("Marketing Materials"), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse each such person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent or its representatives or agents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement's Information.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information; provided, however that the Company shall not be required to indemnify any Indemnified Person for Liabilities and/or Expenses to the extent resulting from any Indemnified Person’s gross negligence or willful misconduct in performing the services described herein. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus Subscription Documents (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any term sheets or “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information provided to the Company in writing specifically for use in an application or in the Subscription Documents (the “Placement Agent’s informationInformation”). The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, affiliates, members, agents, directors, officers and representatives, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or the Exchange Act (collectively the “Placement Agent Indemnified Parties,” and each a “Placement Agent Indemnified Party”) against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with this Agreement), and the directorsinsofar as such loss, officersclaim, agents and employees of the Placement Agentdamage, its affiliates and each such controlling person liability or expense (the Placement Agent, and each such entity or person hereafter is referred to actions in respect thereof as an “Indemnified Person”contemplated below) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringamendment thereto, including any “road show” or investor presentations made information deemed to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order be a part thereof pursuant to qualify Rule 430B under the Securities under the securities laws thereof or filed with the CommissionAct, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Placement Agent Indemnified Parties in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Placement Agent through its bad faith or willful misconduct; and to reimburse the Placement Agent Indemnified Parties for any and all reasonable expenses (including the fees and disbursements of counsel chosen by the Placement Agent) as such expenses are incurred by the Placement Agent or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Placement Agent to the Company consists of the information described in subsection (b) below; provided, further, that with respect to the preliminary prospectus only and not any free writing prospectus or any other writing or instrument, the foregoing indemnity agreement shall not inure to the benefit of the Placement Agent Indemnified Parties from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, if a copy of the Time of Sale Prospectus or the Prospectus (in each case, as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Placement Agent to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Time of Sale Prospectus or the Prospectus (in each case, as so amended or supplemented), as applicable, would have cured the defect giving rise to such loss, claim, damage, liability or expense, unless such statement or omission was made in reliance upon, and in conformity with, failure is the Placement Agent’s informationresult of noncompliance by the Company with Section 4(a) hereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementmay otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and each officers, any person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which the Placement Agent or such persons may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company specifically for use in connection with the marketing of the Offeringoffering and sale of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling person, if any, who controls such Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates agents, employees, attorneys, principals, affiliates, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its agents, employees, attorneys, principals, affiliates and each or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”)Exchange Act, and shall reimburse each Indemnified Person for all fees and expenses or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse the Placement Agent, unless and its agents, employees, attorneys, principals, affiliates and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by Shoreline Pacific) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) and provided further, that the indemnity agreement provided in this Section 8(a) shall not inure to the benefit of the Placement Agent’s informationAgent or any of its agents, employees, attorneys, principals, affiliates or controlling persons from whom the person asserting any losses, claims, damages, charges, liabilities or expenses based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact, received the Base Prospectus or the Prospectus Supplement, if prior to the date of such person's Purchase Agreement, the Company prepared an amended Base Prospectus or Prospectus Supplement in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected and such amended Base Prospectus or Prospectus Supplement was not sent or given to such person within the time required by the Act and the rules and regulations thereunder. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementmay otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling person, if any, who controls such Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information, (iiii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, arise out of or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling person, if any, who controls such Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person such Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 6), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 2 and/or Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementShares.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates respective directors and each such controlling person (the Placement Agentofficers, and each person, if any, who controls such entity Placement Agent within the meaning of either Section 15 of the Securities Act or person hereafter is referred to as an “Indemnified Person”) Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, judgmentswhich, assessmentsjointly or severally, costs and other liabilities (collectivelysuch Placement Agent or any such person may become subject under the Securities Act, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, damage, claim or liability (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or any amendment thereto or the Disclosure Package, omission or alleged omission to state a material fact required to be stated therein or necessary to make the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented)statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Offering, including any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementUnits.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and harmless against any losses, claims, damages, judgments, assessments, costs and other damages or liabilities (collectively“Losses”) to which the Placement Agent may become subject, under the “Liabilities”Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such Losses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the General Disclosure Package, Package or the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); Prospectus, (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading or (iii) any breach of the circumstances under which they were maderepresentations, warranties and agreements of the Company contained herein, and will reimburse the Placement Agent for any legal or other expenses incurred by then in connection with investigating or defending against such Losses (or actions in respect thereof); provided, however, that the Company shall not misleading, unless be liable in any such case to the extent that any such Losses (or actions in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus in reliance upon, upon and in conformity with, with the Placement Agent’s informationInformation. The In addition to its other obligations under this Section 6(a), the Company also agrees to that it will reimburse each Indemnified Person the Placement Agent for all Expenses as they are legal fees or other expenses incurred in connection with investigating or defending any such Indemnified Person’s enforcement of his claim, action, investigation, inquiry or its rights under other proceeding, described in this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSection 6(a), as such fees and expenses are incurred.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus SEC Filings or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors byOffering Documents, or with the approval ofany amendment thereto, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, unless or relating in any manner to, the Securities or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), or (iii) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by J▇▇▇▇▇ ▇▇▇▇▇▇) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity with, with written information furnished to the Company by the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent expressly for all Expenses as they are incurred use in connection with such Indemnified Person’s enforcement of his the Offering Documents (or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementany amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus Securities Purchase Agreement and this Agreement (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesloss, claimsdamage, damagesclaim or liability, judgmentsto which, assessments, costs and other liabilities (collectivelyjointly or severally, the “Liabilities”Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, damage, claim or liability (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; Statement or the omission or Cardium Therapeutics, Inc. alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and, unless in the case of (i) and (ii) above, to promptly reimburse the Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or omission was made alleged untrue statement of a material fact contained in or omitted from any Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus in reliance upon, upon and in conformity with, with information concerning the Placement Agent’s information. The Agent furnished in writing by or on behalf of the Placement Agent to the Company also agrees expressly for use therein or (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to reimburse each Indemnified Person for all Expenses perform when and as they are incurred in connection with such Indemnified Person’s enforcement of his required any agreement or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementcovenant contained herein.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement AgentCanaccord, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and any person controlling such Placement Agent (who controls Canaccord within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein, or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, and will reimburse Canaccord for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by Canaccord, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s informationInformation. The Moreover, the Company also agrees shall not be liable in any such case to reimburse each Indemnified Person the extent, but only to the extent, that any such loss, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or the Marketing Materials, or any such amendment or supplement thereto, if the failure of Canaccord to convey the General Disclosure Package to the investor making the claim prior to the Time of Sale is the reason for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his loss, damage or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementliability.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesloss, claimsdamage, damagesclaim or liability, judgmentswhich, assessments, costs and other liabilities (collectivelyjointly or severally, the “Liabilities”Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, damage, claim or liability (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatements, or any amendments thereto (including the Disclosure Packageinformation deemed to be a part of the Registration Statements at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectuses, any Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus (as from time or any amendment or supplement thereto including any documents filed under the Exchange Act and deemed to time each may be amended and supplementedincorporated by reference into the Prospectus); (ii) , or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and, unless in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, (iii) any untrue statement or omission was alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from the Registration Statements, the Base Prospectuses, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or in any Marketing Materials, in reliance upon, upon and in conformity with, with information concerning the Placement Agent’s information. The Agent furnished in writing by or on behalf of the Placement Agent to the Company also agrees expressly for use therein, which information the parties hereto agree is limited to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementPlacement Agent Information.

Indemnification of the Placement Agent. The Company agrees to indemnify and indemnifyand hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damagesdamages or liabilities, judgmentsjoint or several, assessmentsto which the Placement Agent may become subject, costs and other under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, or any amendment or supplement thereto (including any documents filed under the Prospectus or in any Issuer Free Writing Prospectus (as from time Exchange Act and deemed to time each may be amended and supplementedincorporated by reference into the Prospectus); , (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless or (iii) any breach of the representations and warranties of the Company contained herein and will reimburse each Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon, upon and in conformity withwith written information furnished to the Company by you, specifically for use in the preparation thereof. In addition to their other obligations under this Section 7(a), the Company agrees that it will reimburse the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent for all Expenses as they are reasonable legal fees or other expenses incurred in connection with investigating or defending any such Indemnified Person’s enforcement of his claim, action, investigation, inquiry or its rights under other proceeding, described in this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSection 7(a), as such fees and expenses are incurred.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates affiliates, directors and officers and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees Act or Section 20 of the Placement AgentExchange Act, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any and all losses, claims, damagesdamages and liabilities (including, judgmentswithout limitation, assessments, costs reasonable and documented legal fees and other liabilities (collectivelyexpenses reasonably incurred in connection with any suit, the “Liabilities”)action or proceeding or any claim asserted, and shall reimburse each Indemnified Person for all as such fees and expenses are incurred) that arise out of, or are based upon, (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreementi) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; Statement or the Purchase Agreements or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Purchase Agreements or any other materials provided by the Company to the Investors or the PIPE Investors, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information; provided, however that the Company shall not be required to indemnify any Indemnified Person for Liabilities and/or Expenses to the extent resulting from any Indemnified Person’s gross negligence or willful misconduct in performing the services described herein. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. information or is found by a court to have resulted from gross negligence, bad faith or willful misconduct of the Indemnified Person.. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus SEC Filings or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors byOffering Documents, or with the approval ofany amendment thereto, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, unless or relating in any manner to, the Shares or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), or (iii) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity with, with written information furnished to the Company by the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent expressly for all Expenses as they are incurred use in connection with such Indemnified Person’s enforcement of his the Offering Documents (or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementany amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder, under the Warrants, the Agent’s Warrant or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, unless any Preliminary Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Shares or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its gross negligence, bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Base Prospectus, any Preliminary Prospectus or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementProspectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such dealer selected by the Placement Agent that participates in the offer and sale of the Closing Securities (each a “Selected Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls the Placement Agent or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees Act or Section 20 of the Placement AgentExchange Act, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesand all loss, claimsliability, damagesclaim, judgments, assessments, costs damage and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses expense whatsoever (including the reasonable fees but not limited to any and all legal or other expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are reasonably incurred by an Indemnified Person in investigating, preparing, pursuing preparing or defending against any actionslitigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between the Placement Agent and the Company or not between the Placement Agent and any Indemnified Person is a third party theretoor otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act, applicable Canadian Securities Laws or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, if any, the Prospectus Registration Statement or in any Issuer Free Writing the Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Closing Securities, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9Article VI, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Closing Securities under the securities laws thereof or filed with the CommissionCommissions, any state securities commission or agency, Trading Market or any national securities exchange; 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 light of the circumstances under which they were made, not misleading, in each case, unless such statement or omission was made in reliance upon, upon and in conformity withwith written information furnished to the Company with respect to Placement Agent by or on behalf of the Placement Agent expressly for use in any Preliminary Prospectus, if any, the Registration Statement or Prospectus, or any amendment or supplement thereto, or in any application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, if any, the indemnity agreement contained in this Section 6.1 shall not inure to the benefit of the Placement Agent’s information. The Agent to the extent that any loss, liability, claim, damage or expense of the Placement Agent results from the fact that a copy of the Prospectus was not given or sent to the Person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Closing Securities to such Person as required by the Securities Act and the rules and regulations thereunder, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights obligations under this Agreement. Each Indemnified Person is an intended third party beneficiary The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the same rights to enforce issue and sale of the indemnification that each Indemnified Person would have if he was a party to this AgreementClosing Securities or in connection with the Registration Statement or the Prospectus.

Indemnification of the Placement Agent. The Company agrees to shall indemnify and hold harmless the Placement Agent, its affiliates directors, officers, managers, members, employees, and agents and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act)Act (collectively the “Placement Agent Indemnified Parties” and each a “Placement Agent Indemnified Party”) against any loss, and the directorsclaim, officersdamage, agents and employees of expense or liability, joint or several, or any action, investigation or proceeding in respect thereof, to which the Placement AgentAgent Indemnified Party may become subject, its affiliates and each under the Securities Act or otherwise, insofar as such controlling person (the Placement Agentloss, and each such entity claim, damage, expense, liability, action, investigation or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Base Prospectus, the Registration Statement, the Disclosure Package, the any Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time Prospectus, any “issuer information” filed or required to time each may be amended filed pursuant to Rule 433(d) of the Rules and supplemented); Regulations or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom to state in the Base Prospectus, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless (iii) any breach of the representations and warranties of the Company contained herein, or (iv) any act or failure to act, or any alleged act or failure to act, by the Placement Agent in connection with, or relating in any manner to, the Shares or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by clause (i), (ii) or (iii) above; (provided that the Company shall not be liable in the case of any matter covered by this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by the Placement Agent through its gross negligence or willful misconduct) and shall reimburse each Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with any such loss, claim, damage, expense, liability, action, investigation or proceeding as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission was or alleged omission from the Base Prospectus, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations or the Prospectus, or in any amendment or supplement thereto made in reliance upon, upon and in conformity withwith written information furnished to the Company by or on behalf of the Placement Agent through the Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s informationInformation (as defined in Section 16). The This indemnity agreement is not exclusive and will be in addition to any liability, which the Company also agrees might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to reimburse each Placement Agent Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementParty.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, each of its affiliates affiliates, directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesloss, claimsdamage, damagesclaim or liability, judgments, assessments, costs and other liabilities (collectivelywhich, the “Liabilities”Placement Agent or any such person may become subject under the Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted under Section 6(c) hereof), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and shall (ii) above, to reimburse the Placement Agent and each Indemnified Person such affiliate, director, officer, controlling person for any and all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person the Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7 hereof), or (iii) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement the marketing of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementSecurities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend, and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim, or liability, to which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim, or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus (or any amendment or supplement thereto including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person the Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising, or defending paying any actionssuch loss, claim, damage, liability, expense, or action, (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the written approval of the Company or based upon written information furnished by or on behalf of the Company in conformity with the form and substance of such information as furnished including, without limitation, slides, videos, films, or tape recordings used in any road show or investor presentations made to Investors by the Company (whether in person or electronically) or in connection with the marketing of the Shares; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in (i) or omitted from the Registration Statement, the Disclosure Package, the Preliminary Prospectusor any such amendment or supplement, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors byProspectus, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements thereinMarketing Materials, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, upon and in conformity with, with information concerning the Placement Agent’s information. The Agent furnished in writing by or on behalf of the Placement Agent to the Company also agrees expressly for use therein, which information the parties hereto agree is limited to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementPlacement Agent Information.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act)affiliates, and the directors, officers, agents officers and employees of the Placement Agent, its Agent and their affiliates and each such controlling person (the Placement Agentsubagents and selected dealers, and each such entity other person or person hereafter is referred to as an entity, if any, controlling the Placement Agent or any of its affiliates (collectively, “Indemnified PersonPersons”) ), from and against against, and the Company agrees that no Indemnified Person shall have any liability to the Company or its owners, parents, affiliates, securityholders or creditors for, any losses, claims, damages, judgmentsliabilities or expenses (including actions, assessments, costs and other liabilities claims or proceedings in respect thereof (collectively, “Actions”) brought by or against any person, including stockholders of the “Liabilities”)Company, and shall reimburse each Indemnified Person for all fees the cost of any investigation and expenses (including the reasonable fees preparation therefore and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreementdefense thereof) (collectively, the “ExpensesLosses”) and agrees related to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any untrue statements or omissions made in (a) the Registration StatementOffering Documents or any exhibit thereto, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (iib) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Securities, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iiic) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, NASDAQ or any national securities exchange; , (ii) the services, commitment or other obligations undertaken or being considered by the Placement Agent in this Agreement in connection with the sale of the Securities in the Offering, and (iii) claims relating to any finders or origination fees. The foregoing notwithstanding, such indemnification shall not apply to the Losses of an Indemnified Person that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have resulted from the bad faith or gross negligence of such Indemnified Person or to Losses arising out of a claim under this section as to an alleged omission from or misstatement in the Offering Documents or any exhibit thereto if either (a) at or prior to the execution of a Subscription Agreement the copy of the Prospectus Supplement and exhibits were not sent or delivered to the subscriber or (b) the alleged untrue statement was corrected or the omission or alleged omission therefrom of a material fact required alleged was contained in a supplement or amendment to be stated therein or necessary the Prospectus Supplement was delivered to make the statements therein, in subscriber prior to the light written acceptance of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, subscriber’s Subscription Agreement by the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementCompany.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates directors, officers, employees and agents (including, without limitation, Lazard Frères & Co. LLC (which will provide services to LCM) and its directors, officers, employees and agents, and each person controlling such Placement Agent (person, if any, who controls Lazard Frères & Co. LLC within the meaning of Section 15 of the Securities Act and the Exchange Act), and each person, if any, who controls the directorsPlacement Agent within the meaning of the Securities Act and the Exchange Act (collectively, officers, agents and employees of including the Placement Agent, its affiliates and each such controlling person (the “Placement Agent, and each such entity or person hereafter is referred to as an “Agent Indemnified PersonParties”) from and against any lossesloss, claimsclaim, damagesdamage, judgmentsliability or expense, assessmentsas incurred, costs and other liabilities to which such Placement Agent Indemnified Party person may become subject, insofar as such loss, claim, damage, liability or expense (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Company’s Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringamendment thereto, including any “road show” or investor presentations made information deemed to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order be a part thereof pursuant to qualify Rule 430B under the Securities under the securities laws thereof or filed with the CommissionAct, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, to reimburse each Placement Agent Indemnified Party for any and all expenses (including the fees and disbursements of counsel chosen by the Placement Agent’s information. The Company also agrees to reimburse each ) as such expenses are reasonably incurred by such Placement Agent Indemnified Person for all Expenses as they are incurred Party in connection with investigating, defending, settling, compromising or paying any such Indemnified Person’s enforcement of his loss, claim, damage, liability, expense or its rights under action. The indemnity agreement set forth in this Agreement. Each Indemnified Person is an intended third party beneficiary with Section 8(a) shall be in addition to any liabilities that the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementCompany may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any lossesloss, claimsdamage, damagesclaim or liability, judgmentswhich, assessments, costs and other liabilities (collectivelyjointly or severally, the “Liabilities”Placement Agent or any such person may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, damage, claim or liability (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or any amendment thereto (including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable) or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Preliminary Prospectus (or any amendment or supplement thereto including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and, unless in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, (iii) any untrue statement or omission was alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Shares; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from the Registration Statement, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity with, with information concerning the Placement Agent’s information. The Agent furnished in writing by or on behalf of the Placement Agent to the Company also agrees expressly for use therein, which information the parties hereto agree is limited to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementPlacement Agent Information.

Indemnification of the Placement Agent. The Company agrees to will indemnify and hold harmless the Placement Agent, Olympus and any of its affiliates and each person or any officer, director, partner, controlling such Placement Agent (within the meaning person, employee or agent of Section 15 Olympus or any of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified a "Related Person”") from and against any losses, claims, damages, judgments, assessments, costs for its reasonable legal and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees costs of any investigation, preparation and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”travel) and agrees to advance payment of for any Losses incurred in connection with any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actionsa disposition), whether commenced or threatened (each, a "Proceeding") , insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Supplement, or any amendment or supplement thereto, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, under the Securities Act, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, as such expenses or Losses are incurred; provided, however, that the foregoing indemnity agreement shall not apply to any Indemnified Person is a party theretoLosses to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission made in (i) reliance upon and in conformity with written information furnished to the Company by Olympus expressly for use in the Registration StatementStatement or the Supplement, or any amendment or supplement thereto. In addition, the Disclosure PackageCompany shall indemnify and hold harmless Olympus and Related Person from and against any and all Losses, as incurred, arising out of or relating to any breach by the Preliminary ProspectusCompany of any of the representations, warranties or covenants made by the Prospectus Company in this Agreement, or any allegation by a third party that, if true, would constitute such a breach. The conduct of any Proceeding for which indemnification is available under this Appendix shall be governed by paragraph 3 below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Olympus and any such Related Persons. The Company also agrees that neither Olympus nor any Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, right of the Company in connection with the marketing or as a result of the OfferingTransaction contemplated by this letter agreement, including except as provided in paragraph 2 below or to the extent that any “road show” or investor presentations made to investors Losses incurred by the Company (whether in person result from the gross negligence or electronically); willful misconduct of Olympus or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Related Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or Transaction. If the Company breaches its rights obligations under this Agreementletter agreement, then, in addition to any other liabilities the Company may have under this letter agreement or applicable law, the Company shall pay or reimburse Olympus on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Each Indemnified Person is an intended third party beneficiary with Without limiting the same rights generality of the foregoing, the Company specifically agrees to enforce reimburse Olympus on demand for all costs of enforcing the indemnification that each Indemnified Person would have if he was a party to obligations in this Agreementparagraph. For the purposes of this Appendix, "Losses" shall mean any and all losses, claims, damages, liabilities, settlement costs and expenses, including without limitation costs of preparation of legal action and reasonable attorneys' fees.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, each of its affiliates officers, employees, and representatives, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, unless any Preliminary Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Securities or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its gross negligence, bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Base Prospectus, any Preliminary Prospectus or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementProspectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees (A) to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of the damage, liability or expense, as incurred, to which such Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”)Exchange Act, and shall reimburse each Indemnified Person for all fees and expenses or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Packageor any amendment thereto, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), unless or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) upon any material inaccuracy in the representations and warranties of the Company contained herein; or (iv) upon any material failure of the Company to perform its obligations hereunder; or (v) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Shares or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Placement Agent through bad faith, gross negligence, recklessness or willful misconduct; and (B) to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Base Prospectus or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementany Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s informationinformation or is found by a court to have resulted from gross negligence, bad faith or willful misconduct of the Indemnified Person (including the failure to deliver the Prospectus or any other Offering documents). The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement AgentCanaccord, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and any person controlling such Placement Agent (who controls Canaccord within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) or in any materials or information provided to investors Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock (“Marketing Materials”), including any “road show” roadshow or investor presentations made to investors Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein, or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, and will reimburse Canaccord for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by Canaccord, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this AgreementInformation.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person controlling such who controls the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the Placement Agentforegoing persons, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgmentsexpenses or liabilities, assessmentsjoint or several, costs and to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementPrivate Placement Documents or any amendment or supplement thereto, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors Investors or Potential Investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the Common Stock, including any “road show” roadshow or investor presentations made to investors Investors or Potential Investors by the Company (whether in person or electronically); ) or (iii) any application arise out of or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or are based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, will reimburse the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent for all Expenses as they are any legal or other expenses reasonably incurred by it in connection with investigating or defending against such Indemnified Person’s enforcement loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of his the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its rights obligations hereunder or under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementlaw.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “"Indemnified Person”") from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “"Liabilities”"), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “"Expenses”") and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “"road show” " or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “"application”") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s 's information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s 's enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates officers and employees, and each person controlling such person, if any, who controls the Placement Agent (within the meaning of Section 15 of the Securities Act), Act and the directorsExchange Act against any loss, officersclaim, agents and employees of damage, liability or expense, as incurred, to which the Placement Agent, its affiliates and each Agent or such controlling person (may become subject, under the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectivelyAct, the “Liabilities”Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), and shall reimburse each Indemnified Person for all fees and expenses insofar as such loss, claim, damage, liability or expense (including the reasonable fees and expenses of counsel for the Indemnified Persons, except or actions in respect thereof as otherwise expressly provided in this Agreementcontemplated below) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arises out of or based is based: (A) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringamendment thereto, including any “road show” or investor presentations made information deemed to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9be a part thereof pursuant to Rule 430A, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities Rule 430B and Rule 430C under the securities laws thereof or filed with the CommissionAct, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Issuer Free Writing Prospectus, any Prospectus Supplement or any Incorporated Document (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (C) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (D) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (E) upon any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, unless or relating in any manner to, the Securities or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A), (B), (C) or (D) above, provided that the Company shall not be liable under this clause (E) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Placement Agent through its gross negligence, bad faith or willful misconduct; and to reimburse the Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent) as such expenses are incurred by the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his Base Prospectus, any Issuer Free Writing Prospectus or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementany Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s informationinformation or is found by a court to have resulted from gross negligence, bad faith or willful misconduct of the Indemnified Person. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its affiliates directors and officers, and each person controlling person, if any, who controls such Placement Agent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents successors and employees assigns of all of the foregoing persons, from and against any loss, damage, claim or liability, which, jointly or severally, the Placement AgentAgent or any such person may become subject under the Securities Act, its affiliates the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling person (the Placement Agent, for any and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person the Placement Agent or such controlling person in connection with investigating, preparingdefending, pursuing settling, compromising or defending paying any actionssuch loss, whether claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply to any Indemnified Person is a party theretoloss, arising claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (ias defined in Section 7 hereof), (iii) any untrue statement or alleged untrue statement made by the Registration Statement, Company in Section 3 hereof or the Disclosure Package, failure by the Preliminary Prospectus, the Prospectus Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any audio or visual materials or information provided to investors by, Investors by or with the approval of, of the Company in connection with the marketing or based upon written information furnished by or on behalf of the OfferingCompany with its approval including, including without limitation, slides, videos, films or tape recordings used in any “road show” show or investor presentations made to investors by the Company (whether in person or electronically); ) or (iii) any application or other document or written communication (in connection with the marketing of the Securities. Notwithstanding the foregoing, the Company will not be liable to the Placement Agent pursuant to this Section 96(a) to the extent that any such loss, collectively called “application”) executed damage, claim or liability is found in a final, non-appealable judgment by the Company or based upon written information furnished by the Company in any a court of competent jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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 light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, have resulted from the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his willful misconduct or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreementgross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damagesdamages or liabilities, judgmentsjoint or several, assessmentsto which such Placement Agent may become subject, costs and other under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided or actions in this Agreementrespect thereof) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offeringoffering of the AR-CombiMatrix Common Stock ("MARKETING MATERIALS"), including any “road show” roadshow or investor presentations made to investors by the Company (whether in person or electronically); or , (iiiii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, unless (iii) any breach of the representations and warranties of the Company contained herein, (iv) any failure of the Company to perform its obligations hereunder or under law, or (v) any act or failure to act or alleged act or failure to act by such Placement Agent in reliance upon (i), (ii), (iii) or (iv), and in connection with, or relating in any manner to the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage or liability arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above; PROVIDED, HOWEVER, that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability resulted directly and solely from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its gross negligence, bad faith or willful misconduct, and will reimburse each Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; and PROVIDED, FURTHER, that the Company shall not be liable under clause (ii) or (iii) to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, or in any Marketing Materials, in reliance upon, upon and in conformity withwith written information furnished to the Company by the Placement Agent specifically for use in the preparation thereof; and PROVIDED, FURTHER, that the Company will not be liable to the Placement Agent under this Section 7(a) with respect to any loss, claim, damage or liability arising out of or based upon any untrue statement of a material fact or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Prospectus which is corrected in an amended Prospectus if the person asserting such loss, claim, damage or liability purchased any of the Securities but was not sent or given a copy of such amended Prospectus at or prior to the written confirmation of the sale of such Securities to such person. In addition to its other obligations under this Section 7(a), the Company agrees that it will reimburse the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person Agent for all Expenses as they are reasonable legal fees or other expenses incurred in connection with investigating or defending any such Indemnified Person’s enforcement claim, action, investigation, inquiry or other proceeding, described in this Section 7(a), as such fees and expenses are incurred. To the extent that any portion, or all, of his any such reimbursement payments or its rights under this Agreementadvances are held to have been improper by a court of competent jurisdiction, the Placement Agent shall be required to return such amounts to the Company within ten (10) days after receipt of written notice from such court of competent jurisdiction that such reimbursement payments were improper. Each Indemnified Person is an intended third party beneficiary with Any such reimbursement payments not returned to the same rights Company within such 10 day period shall accrue interest, compounded daily from such tenth day until such time of payment, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to enforce time by U.S. Bank (the indemnification that each Indemnified Person would have if he was a party to this Agreement"PRIME RATE").