Indemnification by the Selling Backstop Party. Each Backstop Party that sells Common Stock under a Shelf Registration Statement agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, and its officers and directors from and against any Losses resulting from # any untrue statement of a material fact in such Shelf Registration Statement (including any final, preliminary or summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any “free writing prospectus” or amendment thereof or supplement thereto), or # any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or any “free writing prospectus,” in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such selling Backstop Party to the Company specifically for inclusion in the Shelf Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Acquired Shares to the Person asserting the claim. In no event shall the liability of any selling Backstop Party hereunder be greater in amount than the dollar amount of the net proceeds received by such Backstop Party under the sale of Acquired Shares giving rise to such indemnification obligation.

The Company shall indemnify and hold harmless, to the full extent permitted by law, each Backstop Party, and its respective Indemnified Parties from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon # any untrue or alleged untrue statement of a material fact contained in a Shelf Registration Statement (including any final, preliminary or summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports and other documents filed under the Exchange Act or any “free writing prospectus” or amendment thereof or supplement thereto, # any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or any free writing prospectus in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information has not been corrected in a subsequent writing prior to or concurrently with the sale of the Acquired Shares to the Person asserting the claim. or # any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto.