Common use of Indemnification of the Placement Agent Clause in Contracts

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person who controls the Placement Agent within the meaning of 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 losses, claims, damages, expenses or liabilities, joint or several, to which the Placement Agent 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 (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the 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 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 and in conformity with 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.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless harmless, to the fullest extent permitted by law, the Placement Agent, its directors and officers, any person and each person, if any, who controls the 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 lossesloss, claimsdamage, damagesclaim or liability (including, expenses without limitation, any loss, damage, claim or liabilitiesliability arising from any suit, joint action, proceeding, investigation, inquiry, stockholder or severalderivative action or arbitration proceeding), to which which, jointly or severally, the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon 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, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in the Prospectus (or any materials amendment or information provided to Investors bysupplement thereto), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; (iii) any action arising out of or contemplated by the terms of this Agreement, including, without limitation, any related services and will activities prior to the date of this Agreement; and, in the case of (i) - (iii) above, to reimburse the Placement Agent and each such controlling person for any legal and all expenses (including fees and disbursements of counsel and costs of any investigation or other preparation) as such expenses reasonably are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7), (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 (x) provided to Investors by or with the written approval of the Company 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 written approval 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) in connection with the marketing of the Securities. Notwithstanding anything to the contrary herein, for the avoidance of doubt, the Company agrees that the Placement Agent shall not have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of any matter referred to in this Agreement or the Placement Agent’s Informationengagement by the Company generally, including, without limitation, related services and activities prior to the date hereof, exept to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the Placement Agent’s gross negligence or willful misconduct in performing its obligations under this Agreement.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person 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, from and against any lossesloss, claimsdamage, damages, expenses claim or liabilities, joint or severalliability, to which which, jointly or severally, the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendments 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 the Base Prospectus, any Preliminary Prospectus, the Disclosure Package, Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus 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 offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an (x) any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in omitted from the Registration Statement, the Base Prospectus, 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 and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s InformationAgent Information (as defined in Section 7) or (y) the matter described under the caption “Risk Factors—We may have a contingent liability arising out of a possible violation of Section 5 of the Securities Act of 1933 in connection with the distribution of a management presentation to prospective purchasers of our common stock” in the Preliminary Prospectus and the Prospectus.

Indemnification of the Placement Agent. The Company agrees Offerors agree, on a joint and several basis, to indemnify, defend and hold harmless the Placement Agent, each of its directors and respective directors, officers, any person employees and agents, 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, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint or several, to which the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other Canadian, federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the CompanyTrust), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Preliminary Prospectus, 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 Prospectus, statements therein not misleading; (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, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleadingmisleading or (iii) 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 Trust or based upon written information furnished by or on behalf of the Trust with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Trust (whether in person or electronically) or in connection with the marketing of the Receipts; and will in the case of (i) and (ii), to reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically Trust expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s Agent Information.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person 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, from and against any lossesloss, claimsdamage, damages, expenses claim or liabilities, joint or severalliability, to which which, jointly or severally, the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 Preliminary untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, Prospectus Supplement or the Disclosure Package, the Time of Sale Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to promptly reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statement, omitted from any Preliminary Base Prospectus, Prospectus Supplement or the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Time of Sale Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein or (iii) any untrue statement or alleged untrue statement made by the Placement Agent, specifically for use Company in Section 3 hereof or the preparation thereof, which information failure by the parties hereto agree is limited Company to the Placement Agent’s Informationperform when and as required any agreement or covenant contained herein.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person 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, from and against any lossesloss, claimsdamage, damages, expenses claim or liabilities, joint or severalliability, to which which, jointly or severally, the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in the Prospectus (or any materials amendment or information provided to Investors bysupplement thereto), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to promptly reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statement, omitted from any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in the Prospectus (or any Marketing Materials, amendment or supplement thereto) in reliance upon and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s Agent Information, (iii) any untrue statement or alleged untrue statement made by the Company in Section 2 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.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend shall indemnify and hold harmless the Placement Agent, its directors and the directors, officers, any person employees, and agents of the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, Act from and against any and all losses, claims, damagesliabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or liabilitiesproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, joint or severalotherwise, or any claim asserted), to which the Placement Agent they, or any of them, may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, the at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, Statement (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the 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 arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in whole any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in part upon any inaccuracy order to make the statements therein, in the representations and warranties light of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or circumstances under lawwhich they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damageliability, expense, liability expense or action damage arises out from the sale of or the Shares in the public offering to any person and is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information relating to the Placement Agent furnished in writing to the Company by the Placement Agent expressly for inclusion in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, preliminary prospectus or the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by . If multiple claims are brought against the Placement Agent, specifically the directors, officers and employees of the Placement Agent and any person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, in an arbitration proceeding, and indemnification is permitted under applicable law and is provided for use in under this Agreement with respect to at least one such claim, the preparation Company agrees that any arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the arbitration award expressly states that the award, or any portion thereof, is based solely on a claim as to which information indemnification is not available. This indemnity agreement will be in addition to any liability that the parties hereto agree is limited to the Placement Agent’s InformationCompany might otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend shall indemnify and hold harmless the Placement Agent, its directors and affiliates, the directors, officers, any person employees and agents of such Placement Agent and each person, if any, who controls the such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, Act from and against any and all losses, claims, damagesliabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or liabilitiesproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, joint or severalotherwise, or any claim asserted), to which the Placement Agent they, or any of them, may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, Offering Statement (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including the information deemed to be a part of the Offering Statement at the time of qualification and at any roadshow subsequent time pursuant to the Rules and Regulations, as applicable, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary offering circular, any preliminary offering circular supplement or the Offering Circular (or any amendment or supplement to any of the foregoing) 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 untrue statement or alleged untrue statement of a material fact contained in the Marketing Materials 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 (iv) in whole or in part upon any inaccuracy in any material respect 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, damageliability, expense, liability expense or action arises out of or damage is based upon an on any untrue statement or omission or alleged untrue statement or omission 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 on and in conformity with written information furnished in writing by the Placement Agent to the Company by the Placement Agent, specifically expressly for use therein. This indemnity agreement will be in addition to any liability that the preparation thereof, which information the parties hereto agree is limited to the Placement Agent’s InformationCompany might otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend indemnify and hold harmless the Placement Agent, its directors and affiliates, directors, officers, any person employees, agents and each person, if any, who controls the such Placement Agent within the meaning of 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 losses, claims, damages, expenses or liabilities, joint or several, to which the Placement Agent 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 and all losses, claims, damages and liabilities, joint or liabilities several (including, without limitation, reasonable fees of outside legal counsel and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred) that arise out of of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, Statement or the Disclosure Package, the Prospectus, Prospectus (or any amendment or supplement thereto, ) or any Issuer Free Writing Prospectus or in any materials or information provided to Investors byPreliminary Prospectus, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including caused by any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Placement Agent for except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, 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 omission or alleged untrue statement or omission 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 and in conformity with written any information furnished to the Company in writing by the Placement Agent, specifically 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; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the Placement Agent to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial sale by the Placement Agent and any such loss, claim, damage or liability of or with respect to such Placement Agent results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the preparation thereofProspectus unless, which information in either case, such failure to deliver the parties hereto agree is limited to Prospectus was a result of non-compliance by the Placement Agent’s InformationCompany with the provisions of Section 4 hereof.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend shall indemnify and hold harmless the Placement Agent, its directors and the directors, officers, any person employees, counsel and agents of the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, Act from and against any and all losses, claims, damagesliabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or liabilitiesproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, joint or severalotherwise, or any claim asserted), to which the Placement Agent they, or any of them, may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, the at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, Statement (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rules 430A, 430B or investor presentations made to Investors 430C, as applicable, including all documents incorporated therein by the Company (whether in person reference, or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in whole 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 part upon any inaccuracy order to make the statements therein, in the representations and warranties light of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or circumstances under lawwhich they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damageliability, expenseexpense or damage arises from the sale of the Units to any Investor, liability or action arises out of or is based upon on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information relating to the Placement Agent furnished in writing to the Company by the Placement Agent expressly for inclusion in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or the Prospectus and is found in any Marketing Materials, in reliance upon a final judgment (not subject to appeal) by a court of law to have resulted primarily and in conformity with 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 directly from the Placement Agent’s Informationwillful misconduct or gross negligence in performing the services described herein. This indemnity agreement will be in addition to any liability that the Company might otherwise have to any indemnified party under this engagement letter or otherwise.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person and each person, if any, who controls the 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 lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint or several, to which the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Preliminary Prospectus, 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 Prospectus, statements therein not misleading; (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, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement of a material fact contained in or alleged untrue statement or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s InformationAgent Information (as defined in Section 7 ), (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 (x) provided to Investors by or with the written approval of the Company 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 written approval 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) in connection with the marketing of the Shares.

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless each of the Placement Agent, its respective directors and officers, any person and each person, if any, who controls the 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 lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint or several, to which the such Placement Agent or any such person may become subject, 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 Shares have been offered or sold, the common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon 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 Preliminary Prospectus, the Disclosure Package, the any Issuer Free Writing Prospectus, any road show (as defined in Rule 433) or the Prospectus (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the such Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s InformationAgent Information (as defined in Section 7).

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless each of the Placement Agent, its respective directors and officers, any person and each person, if any, who controls the 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 lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint or several, to which the such Placement Agent or any such person may become subject, 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 (including, without limitation, Israel) where Securities have been offered or sold, the common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon 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 Preliminary Prospectus, the Disclosure Package, the any Issuer Free Writing Prospectus, any road show (as defined in Rule 433) or the Prospectus (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the such Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s InformationAgent Information (as defined in Section 7).

Indemnification of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers, any person and each person, if any, who controls the 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 lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint or several, to which the Placement Agent or any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Preliminary Prospectus, 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 Prospectus, statements therein not misleading; (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, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any 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 foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement of a material fact contained in or alleged untrue statement or omission or alleged omission made in the Registration Statementomitted from, 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 and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by the Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agent’s InformationAgent Information (as defined in Section 7), (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 (x) provided to Investors by or with the written approval of the Company 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 written approval 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) in connection with the marketing of the Shares.