Common use of Indemnity and Contribution Clause in Contracts

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Agent, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Information. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s directors, officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agent, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Information. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction Entities, on the one hand, and of the Agents, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, bear to the aggregate Gross Sales Price of the Shares. The relative fault of the Transaction Entities, on the one hand, and the Agents, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities or by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of the Shares exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction EntitiesThe Fund and Saratoga Investment Advisors, jointly and severally, agrees agree to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each partner, director, officer, trustee, manager, member and shareholder of any Underwriter (each, an “Agent Underwriter Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by, arising out of of, related to or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Preliminary Prospectus, any preliminary prospectusOmitting Prospectus, any Road Show Material, the Time of Sale Prospectus, or the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectusthereto, or arising out of or based upon caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are arising out or based upon caused by any such untrue statement or omission or alleged untrue statement or omission made in based upon written information furnished to the Registration Statement Fund or Saratoga Investment Advisors by the Representative on behalf of any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent InformationUnderwriter expressly for use therein. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entityof the Fund and Saratoga Investment Advisors, the Company’s and each of their respective partners, directors, officers trustees, managers, members and shareholders (as the case may be), and each officer of the Fund who signed signs the Registration Statement and each person, if any, who controls either of the Transaction Entities Fund and/or Saratoga Investment Advisors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Fund Indemnified Party”) to the same extent as the foregoing indemnity from the Transaction Entities Fund and Saratoga Investment Advisors to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to the Underwriters furnished to the Fund by the Representative on behalf of any Underwriter expressly for use in the Registration Statement Statement, as originally filed with the Commission, or any amendment thereof, the Prospectus or any amendment or supplement thereto or preliminary prospectus, any Permitted Free Writing Omitting Prospectus, in reliance upon and in conformity with any Road Show Material or the Agent InformationTime of Sale Prospectus. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a8(a) or 9(b8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements reasonably incurred of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual conflict of interest, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that and/or other indemnified parties which are different from or in addition additional to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses reasonably incurred of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Underwriter Indemnified Parties, collectively, and that all such reasonable (ii) the fees and expenses shall be reimbursed as they are incurredreasonably incurred of more than one separate firm (in addition to any local counsel) for all Fund Indemnified Parties, collectively. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriter Indemnified Parties, then such firm shall be designated in writing by the Agents, in Representative. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Fund Indemnified Parties, and such firm shall be designated in writing by the Company in the case of parties indemnified pursuant to Section 9(b)Fund. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraphSection 8(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; , (ii) such indemnifying party shall have received notice of the material terms of such settlement at least 30 days prior to such settlement being entered into, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (d) To the extent the indemnification provided for in Section 9(a8(a) or 9(b8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Fund and/or Saratoga Investment Advisors on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares Securities or (ii) if the allocation provided by clause (i8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i8(d)(i) above but also the relative fault of the Transaction Entities, Fund and/or Saratoga Investment Advisors on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Fund and/or Saratoga Investment Advisors on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares Securities shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares Securities (before deducting expenses) received by the Transaction Entities Fund and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Price net proceeds of the SharesSecurities. The relative fault of the Transaction Entities, Fund and/or Saratoga Investment Advisors on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Fund or Saratoga Investment Advisors or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 8 are several in proportion to the respective total discounts and commissions aggregate principal amount of Securities they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Fund, Saratoga Investment Advisors and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 98, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts price at which the Securities underwritten by it and commissions received by such Agent in connection with distributed to the offering of public were offered to the Shares public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Fund and Saratoga Investment Advisors contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent Underwriter Indemnified Party or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity Fund Indemnified Party and (iii) any acceptance of and payment for any of the SharesSecurities. (g) For purposes No party shall be entitled to indemnification under this Section 8 if such indemnification of clarity and without limitation to any provision of this Agreement, the obligations such party would violate Section 17(i) of the Agents under this Agreement are several and not jointInvestment Company Act.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees its officers and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities or arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to any Underwriter furnished to the Agent InformationCompany in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through you consists of the information described as such in paragraph (b) below. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities Company to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing thereto; it being understood and agreed upon that the only such information furnished by the Underwriters consists of the following information in the Prospectus furnished on behalf of the Underwriters: the names and corresponding principal amounts set forth in the table of Underwriters under the first paragraph of text under the caption “Underwriting” and the information contained under the captions “Underwriting—Stabilization” concerning stabilizing transactions by the Underwriters and “Underwriting—Electronic Prospectus, ” concerning Prospectuses in reliance upon and in conformity with electronic format that may be made available on websites by the Agent InformationUnderwriters. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a‎8(a) or 9(b‎8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred, documented fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such Such firm shall be designated in writing by the Agentsyou, in the case of parties indemnified pursuant to Section 9(a‎8(a), and by the Company Company, in the case of parties indemnified pursuant to Section 9(b‎8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (d) To the extent the indemnification provided for in Section 9(a‎8(a) or 9(b‎8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i‎8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i‎8(d)(i) above but also the relative fault of the Transaction Entities, Company on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction Entities, Company on the one hand, hand and of the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 ‎8 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 ‎8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d‎8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d‎8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9‎8, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 ‎8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 ‎8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonably incurred and documented legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (eacha “road show”), an “Agent Indemnified Party”the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in paragraph (c) below. (b) The Selling Shareholder agrees to indemnify and hold harmless the Underwriter, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising any Testing-the-Waters Communication or arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such lossesbut only with reference to the Selling Shareholder Information relating to the Selling Shareholder. The liability of the Selling Shareholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 11 shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, claimsbut before expenses, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in received by the Registration Statement or any amendment thereof, Selling Shareholder from the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with sale of Shares sold by the Agent InformationSelling Shareholder under this Agreement. (bc) Each Agent The Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the Selling Shareholder, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or any Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any Permitted Free Writing amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus: the information concerning stabilizing transactions, short sales and other information appearing in reliance upon and in conformity with the Agent Informationtwelfth paragraph under the caption “Underwriting.” (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a‎11(a), ‎11(b) or 9(b‎11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonably incurred and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, ; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; and (iv) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel) for the Underwriter and all persons, if any, who control the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of the Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control any Selling Shareholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriter and such control persons and affiliates of the Underwriter, then such firm shall be designated in writing by the Agents, in Underwriter. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such the indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (de) To the extent the indemnification provided for in Section 9(a‎11(a), ‎11(b) or 9(b‎11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i‎11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i‎11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Shareholder on the one hand, hand and the Agents, Underwriter on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, Selling Shareholder bear to the aggregate Gross Sales Price result of the Sharesprice at which the Underwriter sells the Shares less the price at which the Underwriter purchases the Shares from the Selling Shareholder. The relative fault of the Transaction Entities, Company and the Selling Shareholder together on the one hand, and the Agents, Underwriter on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by either the Transaction Entities Company or the Selling Shareholder or by the Agents Underwriter, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Shareholder and the Agents Underwriter agree that it would not be just or equitable if contribution pursuant to this Section 9 ‎11 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d‎11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d‎11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9‎11, no Agent the Underwriter shall not be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 ‎11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 ‎11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Shareholder contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agentthe Underwriter, any person controlling any Agent the Underwriter or any affiliate of any Agent the Underwriter, or by or on behalf of any Transaction Entity Selling Shareholder or any person controlling any Selling Shareholder, or by or on behalf of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) 5.1. Each of the Transaction Entities, jointly and severally, Underwriter agrees to indemnify and hold harmless each Agentthe other Underwriters, its affiliatesofficers, directors, officerspartners, members employees, agents, and employees counsel and each person, if any, who controls any Agent such Underwriter within the meaning of either Section 15 of the Act or Section 20 20(a) of the Exchange Act ("Control Persons"), with respect to written information provided to the Company by such Underwriter as stated in Section 2(c) of the Underwriting Agreement, to the extent and upon the terms which the Underwriters agree to indemnify and hold harmless the Company as set forth in the Underwriting Agreement. 5.2. Each Underwriter will pay as contribution, its ratable share (based upon the number of Units underwritten by each) of any losses, an “Agent Indemnified Party”) from and against any and all lossesliabilities, claims, damages and liabilities (includingor damages, without limitationjoint or several, paid or incurred by any legal Underwriter to any person other than an Underwriter, arising out of, based upon, or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Registration Statement, the Prospectus (as from time to time amended or supplemented), any amendment or supplement thereto or any Permitted Free Writing Prospectusthereto, or arising out in any application or other document or communication executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Units under the "blue sky" or securities laws thereof or filed with the Commission or any securities exchange, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue misleading (other than a statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Agent InformationCompany as stated in Section 2(c) of the Underwriting Agreement with respect to any Underwriter by or on behalf of such Underwriter expressly for inclusion therein); and will pay its pro rata portion of all attorney's fees and any and all expenses whatsoever reasonably incurred in investigating, preparing, or defending against any such loss, liability, claim, or damage, or any action in respect thereof and any amounts paid in settlement of any claim or litigation. In determining the amount of each of the Underwriters' obligation under this Section 5, appropriate adjustment will be made to reflect any amounts received by any Underwriter in respect of such untrue statement, alleged untrue statement, omission, or alleged omission from the Company pursuant to Section 10 of the Underwriting Agreement or otherwise. There shall be credited against any amount paid or payable by the Underwriters pursuant to this Section 5.2 any loss, liability, claim, damage, or expense which is reasonably incurred as a result of any such claim asserted against the Underwriters (other than fees and disbursements of an Underwriter's separate counsel if such counsel is not jointly approved by the Underwriters as provided in the next sentence), and if such loss, liability, claim, damage, or expense is incurred by the Underwriters subsequent to any payment by the Underwriters pursuant to this Section 5.2, appropriate provision shall made to effect such credit, by refund or otherwise. If any such claim is asserted or any action in connection therewith as we jointly deem necessary or desirable, including retaining counsel for the Underwriters, and in the Underwriters' joint discretion separate counsel for any particular Underwriter and the fees and disbursements of any counsel so retained shall be included in the amounts payable pursuant to this Section 5.2. (b) Each Agent agrees5.3. The indemnity and contribution contained in this Section 5 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of such other Underwriter or its officers, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s directors, officers who signed the Registration Statement and each personpartners, employees, agents, counsel, or Control Persons (if any) and shall survive the delivery of the Units to the Underwriters and the termination of this Agreement. In determining amounts payable pursuant to Section 5.2 hereof, any loss, liability, claim, damage or expense incurred by any person who controls either of the Transaction Entities any Underwriter within the meaning of either Section 15 of the Act or Section 20 any Underwriter which has been incurred by reason of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agent, but only with respect to untrue statements control or omissions, or alleged untrue statements or omissions, made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Information. (c) In case any proceeding (including any governmental investigation) other relationship shall be instituted involving any person in respect of which indemnity may be sought pursuant deemed to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently have been incurred by such indemnified party in connection with the defense thereofUnderwriter. In any such proceeding, any indemnified party Any Underwriter shall have the right to retain employ its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to Underwriter. No Underwriter may settle any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual claim or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party shall, action without the prior written consent of the indemnified party, effect any settlement other. Whenever an Underwriter receives notice of the assertion 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction Entities, on the one hand, and of the Agents, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, bear to the aggregate Gross Sales Price of the Shares. The relative fault of the Transaction Entities, on the one hand, and the Agents, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact claim or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities or by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 95.2 hereof would be applicable, no Agent shall be required such Underwriter will give prompt notice thereof to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of the Shares exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equityother Underwriter. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, affiliates (within the meaning of Rule 405 under the Securities Act) and each of its and their respective directors, officers, members members, employees, representatives and employees agents and each person, if any, who controls any Agent within each Underwriter with the meaning of either Section 15 of the Securities Act or of Section 20 of the Exchange Act (eachcollectively, the “Underwriter Indemnified Parties,” and each an “Agent Underwriter Indemnified Party”) from and against any and all losses, claims, damages damages, expenses and liabilities (includingor any action, without limitationinvestigation or proceeding in respect thereof to which such Underwriter Indemnified Party may become subject, any legal under the Securities Act or other expenses reasonably incurred in connection with defending otherwise, insofar as such losses, claims, damages, expenses, liabilities, actions, investigations or investigating any such action or claim) arising proceedings arise 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 thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Written Testing-the-Waters Communication, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto or in any Permitted Free Writing Prospectusother materials or information provided to investors by, or arising out of with the approval of, the Company in connection with the offering, including, without limitation, in any “road show” (as defined in Rule 433 under the Securities Act) for the offering (the “Marketing Materials”), or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages damages, expenses or liabilities actions, investigations or proceedings arise out of or are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 16), or (iii) any act or failure to act, or any alleged act or failure to act, by any Underwriter in connection with, or relating in any manner to, the offering, 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 subclause (i) or (ii) above of this Section 9(a) (provided that the Company shall not be liable in the case of any matter covered by this subclause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter 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. This indemnity agreement is not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any and all losses, claims, damages, expenses and liabilities (or any action, investigation or proceeding in respect thereof) to which such Company Indemnified Party may become subject under the same extent Securities Act or otherwise, insofar as the foregoing indemnity from the Transaction Entities to such Agentloss, but only with respect to claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement thereto supplements thereto), (ii) any omission or any Permitted Free Writing Prospectusalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only in each case (i) and (ii) to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Underwriters specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 16) and to reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 9(b), in no event shall any indemnity by an Underwriter under this Section 9(b) exceed the total compensation received by such Underwriter in accordance with Section 2. (c) In case Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any proceeding action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced (including by the forfeiture of substantial rights and defenses) by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any governmental investigation) liability which it may have to an indemnified party otherwise than under this Section 9. If any such action shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “brought against an indemnified party”) , and it shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall electwishes, jointly with any other similarly notified indemnifying party similarly notifiedparty, to assume the defense thereof, of such action with counsel reasonably satisfactory to the indemnified party to represent (which counsel shall not, except with the written consent of the indemnified party and any others party, be counsel to the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceedingparty). After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereof of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under such subsection Section 7 for any legal expenses of other counsel or any other expenses subsequently incurred by such the indemnified party in connection with the defense thereof. In any of such proceedingaction other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to retain its own counsel, employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the indemnifying party and employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 9(a) or the Managers in the case of a claim for indemnification under Section 9(b), (ii) such indemnified party shall have mutually agreed been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the retention of such counselindemnifying party, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or (iv) the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party shall have reasonably concluded notifies the indemnifying party in writing that there may be legal defenses available it elects to it that are different from or in addition to those available to employ separate counsel at the expense of the indemnifying party. It is understood , the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding one such action or separate but substantially similar or related proceedings actions in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one local counsel) of attorneys at any time for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect (in addition to assume the defenseany local counsel), then such which firm shall be designated in writing by the Agents, in Managers if the case indemnified parties under this Section 9 consist of parties indemnified pursuant to Section 9(a), and any Underwriter Indemnified Party or by the Company in if the case of indemnified parties indemnified pursuant to under this Section 9(b). The indemnifying party shall not be liable for any settlement 9 consist of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiffCompany Indemnified Parties. Subject to this Section 9(c), the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability amount payable by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for under Section 9 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as contemplated by the second a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any (y) all amounts paid in settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered intoforegoing. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement settle or compromise or consent to the entry of judgment with respect to any pending or threatened proceeding action or any claim whatsoever, in respect of which any indemnification or contribution could be sought under this Section 9 (whether or not the indemnified party is parties are actual or could have been a party and indemnity could have been sought hereunder by such indemnified partypotential parties thereto), unless such settlement settlement, compromise or consent (xi) includes an unconditional release of such each indemnified party, party in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter arising out of such proceeding action or claim and (yii) does not include any a statement as to or any an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (d) To the extent If the indemnification provided for in Section 9(a) or 9(b) is unavailable or insufficient to hold harmless an indemnified party under Section 9(a) or insufficient in respect of any losses, claims, damages or liabilities referred to therein9(b), then each indemnifying party under such paragraphsection shall, in lieu of indemnifying such indemnified party thereunderparty, shall contribute to the amount paid paid, payable or payable otherwise incurred by such indemnified party as a result of such lossesloss, claimsclaim, damages damage, expense or liabilities liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as is shall be appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares Offered ADSs, or (ii) if the allocation provided by clause (i) above of this Section 9(d) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above of this Section 9(d) but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other handwith respect to the statements, in connection with the statements omissions, acts or omissions that failures to act which resulted in such lossesloss, claimsclaim, damages damage, expense or liabilitiesliability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, in connection with respect to the offering of the Shares Offered ADSs shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares Offered ADSs (before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the SharesOffered ADSs. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company on the one hand or by the Agents Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such statement untrue statement, omission, act or omissionfailure to act; provided that the parties hereto agree that the written information furnished to the Company by the Underwriters for use in the Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information as defined in Section 16. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or and equitable if contribution contributions pursuant to this Section 9 9(d) were to be determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account of the equitable considerations referred to in this Section 9(d). The amount paid or payable by an indemnified party as a result of the lossesloss, claimsclaim, damages and liabilities damage, expense, liability, action, investigation or proceeding referred to above in this Section 9(d) shall be deemed to include, subject to the limitations set forth abovefor purposes of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9investigating, no Agent shall be required preparing to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of the Shares exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.defend o

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Agent Indemnified Party”) and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, but excluding loss of profits and other consequential damages) (collectively, “Damages”) arising out of any misrepresentation or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectusprospectus (including the Canadian Preliminary Prospectus), the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any marketing materials, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectuses or any Permitted Free Writing Prospectusamendment or supplement thereto, or any Testing-the-Waters Communication, or arising out of any misrepresentation or based upon any omission or alleged misrepresentation or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities Damages are arising out or based upon of any such misrepresentation or untrue statement or omission or alleged misrepresentation or untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below. The rights of indemnity contained in this paragraph will not inure to the benefit of an indemnified party in respect of a claim other than a claim made in under U.S. securities laws if the Registration Statement person asserting the claim was not provided by or on behalf of the Underwriters with a copy furnished promptly by the Company of any Prospectus or any amendment thereof, or supplement thereto which would have corrected any misrepresentation which is the Prospectus or any Permitted Free Writing Prospectus, in reliance upon basis of the claim and in conformity with which was required under Canadian Securities Laws to be delivered to that person by the Agent InformationUnderwriters. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities Company to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement or Statement, any amendment thereofpreliminary prospectus (including the Canadian Preliminary Prospectus), the Prospectus Time of Sale Prospectus, any issuer free writing prospectus, marketing materials, road show, or the Prospectuses or any amendment or supplement thereto or thereto, it being understood and agreed that the only such information furnished by any Permitted Free Writing Underwriter consists of the following information in the Prospectuses furnished on behalf of each Underwriter: the information contained in the eleventh through fourteenth paragraphs under the caption “Plan of Distribution” in the Time of Sale Prospectus and the U.S. Final Prospectus, in reliance upon and in conformity with the Agent Information. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a8(a) or 9(b8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel for the indemnified party in accordance with the preceding sentence, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel, which shall include counsel in each of the United States and Canada in the case of a matter involving U.S. and Canadian law) for all such indemnified parties Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel, which shall include counsel in each of the United States and Canada in the case of a matter involving U.S. and Canadian law) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriters and such control persons and affiliates of any Underwriters, then such firm shall be designated in writing by the Agents, Managers authorized to appoint counsel under this Section set forth in Schedule I hereto. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (i) such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (yii) does not include any a statement as to to, or any an admission of of, fault, culpability or a failure to act by or on behalf of any an indemnified party. (d) To the extent the indemnification provided for in Section 9(a8(a) or 9(b8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities Damages referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares Offering or (ii) if the allocation provided by clause (i10(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i10(d)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as Damages and any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares Offering shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares Offering (before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents in connection with the offering of the Shares, Underwriters bear to the aggregate Gross Sales Price initial public offering price of the SharesShares set forth in the U.S. Final Prospectus. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the misrepresentation or untrue statement of a material fact or alleged misrepresentation or untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation, statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 8 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities Damages referred to in Section 9(d8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 98, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such misrepresentation or untrue statement or alleged misrepresentation or untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, the directors, officers, members employees and employees selling agents of each Underwriter, and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of each Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. (b) The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and selling agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of each Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus, or the Prospectus or any Permitted Free Writing Prospectus, amendment or supplement thereto in reliance upon and in conformity with information furnished to the Agent InformationCompany for use therein; and except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. The liability of the Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the net proceeds received by the Selling Stockholder from the sale of its Shares under this Agreement. (bc) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the Selling Stockholder, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agent, but only with respect to action or claim) that arise out of or are based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, or the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Informationamendment or supplement thereto. (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a11(a), 11(b) or 9(b11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel) for all Underwriters, directors, officers, employees and selling agents of each Underwriter, and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Stockholder and all persons, if any, who control the Selling Stockholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of (i) any such separate firm for the defenseUnderwriters, then the directors, officers, employees and selling agents of each Underwriter, and such control persons and affiliates of any Underwriters, such firm shall in each case be designated in writing by the Managers. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Agents, in Company. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Selling Stockholder and such control persons of the Selling Stockholder, and such firm shall be designated in writing by the Company in the case of parties indemnified pursuant to Section 9(b)Selling Stockholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 45 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (xi) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (yii) does not include any a statement as to or any an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (de) To the extent the indemnification provided for in Section 9(a11(a), 11(b) or 9(b11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i11(e)(i) above is not permitted by applicable law, law in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Stockholder on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Company and the Selling Stockholder and the total underwriting discounts and commissions received by the Agents in connection with the offering of the Shares, Underwriters bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction Entities, Company and the Selling Stockholder on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or the Selling Stockholder or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 11 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth liability of the Selling Stockholder under the contribution agreement contained in Section 9(c) hereof with respect this paragraph shall be limited to notice an amount equal to the aggregate Public Offering Price of commencement of any action shall apply if a claim for contribution is to be made the Shares sold by the Selling Stockholder under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnificationAgreement. (ef) The Transaction Entities Company, the Selling Stockholder and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 11 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 911, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Stockholder contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter or any director, officer, employee or agent of any Underwriter, any person controlling any Agent Underwriter or any affiliate of any Agent or by or on behalf of any Transaction Entity Underwriter, the Selling Stockholder or any of their respective person controlling the Selling Stockholder, or the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Agent Indemnified Party”) and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred and documented in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to any Underwriter furnished to the Agent InformationCompany in writing by such Underwriter through the Manager expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Manager consists of the information described as such in paragraph (b) below. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities Company to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Manager expressly for use in the Registration Statement Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or any amendment thereof, the Prospectus or any amendment or supplement thereto thereto, it being understood and agreed that the only information furnished by or on behalf of any Permitted Free Writing Prospectussuch Underwriter consists of the following information in the Time of Sale Prospectus and the Prospectus furnished on behalf of each Underwriter: the information contained under the caption “Underwriting—Stabilization, in reliance upon Short Positions and in conformity with the Agent InformationPenalty Bids”. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a8(a) or 9(b8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such Such firm shall be designated in writing by the AgentsManager, in the case of parties indemnified pursuant to Section 9(a8(a), and by the Company Company, in the case of parties indemnified pursuant to Section 9(b8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (iA) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (iiB) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (d) To the extent the indemnification provided for in Section 9(a8(a) or 9(b8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares Securities or (ii) if the allocation provided by clause (i8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i8(d)(i) above but also the relative fault of the Transaction Entities, Company on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares Securities shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares Securities (before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents in connection with the offering of the Shares, Underwriters bear to the aggregate Gross Sales Price initial public offering price of the SharesSecurities set forth in the Prospectus. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 8 are several in proportion to the respective total discounts and commissions number of Securities they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 98, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts price at which the Securities underwritten by it and commissions received by such Agent in connection with distributed to the offering of public were offered to the Shares public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the SharesSecurities. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of The Partnership and the Transaction Entities, jointly and severally, agrees General Partner agree to indemnify and hold harmless each Agent, its affiliates, directors, officers, members and employees each of their respective directors and officers and each person, if any, who controls any such Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable out of pocket legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, any preliminary prospectus, the Prospectus thereto) or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon caused by any omission or alleged omission 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 Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to the Agent InformationAgents furnished to the Partnership in writing by the Agents expressly for use therein, it being understood and agreed that the only such information furnished by the Agents consists of the information described as such in subsection (b) below. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Partnership, the Company’s its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Partnership within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agentset forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to the Agent InformationAgents furnished to the Partnership in writing by the Agents expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the last sentence of the second paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus Supplement. (c) In case If any suit, action, proceeding (including any governmental or regulatory investigation) ), claim or demand shall be instituted involving brought or asserted against any person in respect of which indemnity indemnification may be sought pursuant to either Section 9(a) or 9(b)) above, such person (the “indemnified partyIndemnified Person”) shall promptly notify the person against whom such indemnity indemnification may be sought (the “indemnifying partyIndemnifying Person”) in writing and the indemnifying party writing. If any such proceeding shall be entitled to participate therein and, to the extent that brought or asserted against an Indemnified Person and it shall elect, jointly with any other indemnifying party similarly notified, to assume have notified the defense Indemnifying Person thereof, with the Indemnifying Person shall retain counsel reasonably satisfactory to the indemnified party Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the indemnified party Indemnified Person and any others entitled to indemnification pursuant to this Section 9 that the indemnifying party Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements expenses of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof, as incurred. In any such proceeding, any indemnified party Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party Indemnified Person unless (i) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel, contrary or (ii) the named parties to in any such proceeding (including any impleaded parties) include included both the indemnifying party Indemnifying Person and the indemnified party Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood and agreed that the indemnifying party Indemnifying Person shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties (A) the Agents and their affiliates, directors and officers and their control persons, if any, or (B) the Partnership, its directors, its officers who signed the Registration Statement and its control persons, if any, as the case may be, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. If Any such separate firm for the indemnifying party does not elect to assume the defenseAgents and their affiliates, then such firm directors and officers and their control persons, if any, shall be designated in writing by the Agents, and any such separate firm for the Partnership, its directors, its officers who signed the Registration Statement and its control persons, if any, shall be designated in the case of parties indemnified pursuant to Section 9(a), and writing by the Company in the case of parties indemnified pursuant to Section 9(b)Partnership. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify the indemnified party Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party Indemnified Person shall have requested an indemnifying party Indemnifying Person to reimburse the indemnified party Indemnified Person for fees and expenses of counsel as contemplated by the second and third sentences sentence of this paragraphSection 9(c), then the indemnifying party Indemnifying Person agrees that it shall be liable for any settlement of any proceeding Proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 business days after receipt by such indemnifying party Indemnifying Person of the aforesaid request; , (ii) such indemnifying party Indemnifying Person shall not have fully reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlement; settlement and (iii) such indemnifying party Indemnified Person shall have received notice of given the terms of such settlement Indemnifying Person at least 30 days days’ prior notice of its intention to such settlement being entered intosettle. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement (xi) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, Indemnified Person from all liability on claims that are the subject matter of such proceeding and (yii) does not include any a statement as to or any an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified partyIndemnified Person. (d) To the extent If the indemnification provided for in Section Sections 9(a) or 9(b) above is unavailable to an indemnified party Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party Indemnifying Person under such paragraphSections, in lieu of indemnifying such indemnified party Indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesPartnership, on the one hand, and the applicable Agents, on the other handother, from the offering of the Shares Units pursuant to this Agreement and any Terms Agreements or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesPartnership, on the one hand, and of the applicable Agents, on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesPartnership, on the one hand, and the applicable Agents, on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Partnership from the sale of the Units pursuant to this Agreement and any Terms Agreements and the total discounts and commissions received by the applicable Agents in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price of the Sharessuch Units. The relative fault of the Transaction EntitiesPartnership, on the one hand, and the applicable Agents, on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Partnership, on the one hand, or by the Agents applicable Agents, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Partnership and the Agents agree that it would not be just or and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)) above. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall an Agent shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with respect to the offering of the Shares Units pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (f) The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party Indemnified Person at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliateseach person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, and each of their respective directors, officersofficers and employees, members from and employees against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information is that described in Section 9(b); (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls any Agent the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, or any Permitted Free Writing Prospectusissuer free writing prospectus as defined in Rule 433(h) under the Securities Act, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as but only with reference to information furnished to the Company in writing by such losses, claims, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made Underwriter through the Representatives expressly for use in the Registration Statement or Statement, any amendment thereofpreliminary prospectus, the Prospectus or any Permitted Free Writing Time of Sale Prospectus, in reliance upon and in conformity with the Agent Information. (b) Each Agent agreesany issuer free writing prospectus, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s directors, officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agent, but only with respect to untrue statements or omissionsroad show, or alleged untrue statements or omissions, made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or thereto, it being understood and agreed that the only such information furnished by any Permitted Free Writing Prospectus, Underwriter through the Representatives consists of the name of the Underwriter and the disclosure on stabilization appearing in reliance upon and in conformity with the Agent Informationsixteenth paragraph under the caption “Underwriting”. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from ; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to such indemnified party the extent that it has been materially prejudiced (through the forfeiture of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel substantive rights or any other expenses subsequently incurred defenses) by such indemnified party in connection with the defense thereoffailure. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriters and such control persons and affiliates of any Underwriters, then such firm shall be designated in writing by the Agents, in Representatives. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any a statement as to or any an admission of fault, culpability or a failure to act act, by or on behalf of any indemnified party. (d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares ADSs or (ii) if the allocation provided by clause (i9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i9(d)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilitiesliabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares ADSs shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares ADSs (before deducting expenses) received by the Transaction Entities Company on the one hand and the total underwriting discounts and commissions received by the Agents Underwriters on the other hand, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the SharesADSs. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions number of ADSs they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and or liabilities (or actions in respect thereof) referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts price at which the ADSs underwritten by it and commissions received by such Agent in connection with distributed to the offering of public were offered to the Shares public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the SharesADSs. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonably incurred and documented legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (eacha “road show”), an the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in paragraph (c) below. The Company agrees and confirms that references to “Agent Indemnified Party”affiliates” of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ that appear in this Agreement shall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., Ltd. (b) Each Selling Shareholder agrees, severally and not jointly, to indemnify and hold harmless the Underwriter, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising any Testing-the-Waters Communication or arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as but only with reference to the Selling Shareholder Information relating to such lossesSelling Shareholder. The liability of each Selling Shareholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 11 shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, claimsbut before expenses, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in received by the Registration Statement or any amendment thereof, Selling Shareholder from the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with sale of Shares sold by the Agent InformationSelling Shareholder under this Agreement. (bc) Each Agent The Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the Selling Shareholders, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or any Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any Permitted Free Writing amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus: the information concerning stabilizing transactions, short sales and other information appearing in reliance upon and in conformity with the Agent Informationtwelfth paragraph under the caption “Underwriting.” (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a‎11(a), ‎11(b) or 9(b‎11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonably incurred and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, ; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; and (iv) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Underwriter and all persons, if any, who control the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of the Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Shareholders and all persons, if any, who control any Selling Shareholder within the meaning of either such indemnified parties Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriter and such control persons and affiliates of the Underwriter, then such firm shall be designated in writing by the Agents, in Underwriter. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Shareholders and such control persons of any Selling Shareholders, such firm shall be designated in writing by the Selling Shareholders. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such the indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (de) To the extent the indemnification provided for in Section 9(a‎11(a), ‎11(b) or 9(b‎11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i‎11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i‎11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Shareholders on the one hand, hand and the Agents, Underwriter on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, Selling Shareholders bear to the aggregate Gross Sales Price result of the Sharesprice at which the Underwriter sells the Shares less the price at which the Underwriter purchases the Shares from the Selling Shareholder. The relative fault of the Transaction Entities, Company and the Selling Shareholders together on the one hand, and the Agents, Underwriter on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by either the Transaction Entities Company or the Selling Shareholder or by the Agents Underwriter, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Shareholders and the Agents Underwriter agree that it would not be just or equitable if contribution pursuant to this Section 9 ‎11 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d‎11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d‎11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9‎11, no Agent the Underwriter shall not be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 ‎11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 ‎11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Shareholders contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agentthe Underwriter, any person controlling any Agent the Underwriter or any affiliate of any Agent the Underwriter, or by or on behalf of any Transaction Entity Selling Shareholder or any person controlling any Selling Shareholder, or by or on behalf of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify (on an after-Taxation basis), defend and hold harmless each Agentof the Joint Sponsors, its affiliatesJoint Representatives, Joint Global Coordinators and International Underwriters and their respective head offices, branches, associates and Affiliates, and the respective partners, directors, officers, employees, agents and members and employees and each personof any of the foregoing persons, if any, any person who controls any Agent such Joint Sponsor, Joint Representatives, Joint Global Coordinator and International Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) and the successors and assigns of all of the foregoing persons, from and against any and all losses, claimsliabilities, damages damages, payments, costs, charges, expenses and liabilities Taxation (collectively, “Losses” and individually, a “Loss”) and all actions, suits and proceedings (including, without limitation, any legal investigation or other expenses reasonably incurred in connection with defending inquiry by or investigating before any Authority) and claims (whether or not any such action claim involves or claimresults in any action, suit or proceeding) (collectively, “Proceedings” and individually, a “Proceeding”) which, jointly or severally, any such Joint Sponsor, Joint Representatives, Joint Global Coordinator, International Underwriter or any such person may incur or become subject to under the Securities Act, the Exchange Act, other U.S. Federal or state statutory law or regulations or the common law, or with respect to any Authority, or otherwise (including, without limitation, all payments, costs, charges, fees and expenses arising out of or in connection with the investigation, response to, defense or settlement or compromise of, or the enforcement of any settlement or compromise or judgment obtained with respect to, any such Loss or any such Proceeding), insofar as such Loss or Proceeding, directly or indirectly, arises out of or is based upon upon: (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, any preliminary prospectusthe Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (including any free writing prospectus published or distributed by media), Testing-the-Waters Communication or road show (including any amendment or supplement thereto or any Permitted Free Writing Prospectusthereto), or arising arise out of or are based upon any 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, except insofar as any such losses, claims, damages Loss or liabilities are arising Proceeding arises out of or is based upon any such untrue statement or omission or alleged untrue statement of a material fact contained in, and in conformity with, information concerning such Joint Sponsor, Joint Representatives, Joint Global Coordinator or International Underwriter furnished in writing by or on behalf of such International Underwriter through the Joint Representatives to the Company expressly and specifically for use in the Pricing Disclosure Package or the Prospectus or arises out of or is based upon any omission made or alleged omission to state a material fact in the Registration Statement or any amendment thereofStatement, the Pricing Disclosure Package, the Prospectus or any Permitted Issuer Free Writing ProspectusProspectus or Testing-the-Waters Communication in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in reliance upon the light of the circumstances under which they were made, not misleading; provided, however that the parties acknowledge and agree that for the purpose of this Section 9 hereunder, the only information furnished to the Company by any International Underwriters through the Joint Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or Testing-the-Waters Communication consists of the information described as such in Section 10 hereof; (B) the offer, allotment, issue, sale or delivery of the Offer Shares; (C) any breach or alleged breach on the part of the Company of any of the provisions of this Agreement, the Hong Kong Underwriting Agreement, the Articles of Association or applicable Laws; (D) any of the Warranties being untrue, inaccurate or misleading in any material respect or having been breached in any material respect or being alleged to be untrue, inaccurate or misleading in any material respect or alleged to have been breached in any material respect;; (E) the performance by the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the International Underwriters or any of them of their or its obligations and roles in accordance with this Agreement and in conformity connection with the Agent InformationGlobal Offering; (F) the Global Offering failing or being alleged to fail to comply with the requirements of the Listing Rules, or any Law of any applicable jurisdiction, or any condition or term of any Approvals and Filings in connection with the Global Offering; (G) any failure or alleged failure by any of the Directors to comply with their respective obligations under the Listing Rules; (H) any breach or alleged breach by any member of the Group of applicable Laws; or (I) any other matter arising in connection with Global Offering. provided that the indemnity provided for in this Clause 9(a)(E), shall not, except in relation to the matters as provided in Clause 3.7 of the Hong Kong Underwriting Agreement, apply in respect of any Indemnified Party (as defined below) if any such Losses suffered or incurred by such Indemnified Party is finally judicially determined by a court of competent jurisdiction or a properly constituted arbitral panel (as the case may be) to have arisen solely out of the gross negligence, willful default or fraud on the part of such Indemnified Party. This indemnity agreement will be in addition to any liability that the Company may otherwise have. (b) Each Agent agreesInternational Underwriter, severally (but not jointly or jointly and not jointlyseverally), agrees to indemnify indemnify, defend and hold harmless each Transaction Entitythe Company from and against any Loss and Proceeding which the Company may incur under the Securities Act, the Company’s directorsExchange Act, officers who signed the Registration Statement and each personcommon law or otherwise, if any, who controls either insofar as such Loss or Proceeding arises out of the Transaction Entities within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agent, but only with respect to is based upon any untrue statements or omissions, statement or alleged untrue statements statement of a material fact contained in, and in conformity with, information concerning such International Underwriter furnished in writing by or omissions, made on behalf of such International Underwriter through the Joint Representatives to the Company expressly and specifically for use in the Registration Statement or any amendment thereofStatement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or Testing-the-Waters Communication (including any amendment or supplement thereto thereto) or arises out of or is based upon any Permitted omission or alleged omission to state a material fact therein in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading; provided, however, that the parties acknowledge and agree that for the purpose of this Section 9 hereunder, the only information furnished to the Company by any International Underwriters through the Joint Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or Testing-the-Waters Communication consists of the information described as such in reliance upon and in conformity with the Agent InformationSection 10 hereof. (c) In case If any proceeding Proceeding is brought against a person (including any governmental investigationan “Indemnified Party”) shall be instituted involving any person in respect of which indemnity may be sought against the Company, a Joint Sponsor, a Joint Representative, a Joint Global Coordinator or an International Underwriter (as applicable, the “Indemnifying Party”) pursuant to Section 9(aeither subsection (a) or 9(b(b), respectively, of this Section 9 above, such person (the “indemnified party”) shall Indemnified Party shall, subject to any restrictions imposed by any Law or obligation of confidentiality, promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) Indemnifying Party in writing and of the indemnifying party institution of such Proceeding; provided, however, that the omission to so notify such Indemnifying Party shall be entitled not relieve such Indemnifying Party from any liability which such Indemnifying Party may have to any Indemnified Party under this Section 9 or otherwise. The Indemnifying Party may participate therein andat its expense in the defense of such Proceeding including appointing counsel at its expense to act for it in such Proceeding; provided, however, that counsel to the extent that it Indemnifying Party shall elect, jointly not (except with the consent of any other indemnifying party similarly notified, to assume the defense thereof, with Indemnified Party or Parties) also be counsel reasonably satisfactory to the indemnified party Indemnified Party or Parties. Unless such Indemnified Party or Parties consent to represent counsel to the indemnified party and any others Indemnifying Party acting as counsel to the indemnifying party may designate Indemnified Party or Parties in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceedingProceeding, any indemnified party Indemnified Party or Parties shall have the right to retain appoint its or their own separate counsel (in addition to local counsel) in such Proceeding; provided, but however, that the giving of such consent or the appointment of such separate counsel (in addition to local counsel) shall be determined, as applicable, by the Joint Representatives (in the case of such Indemnified Party or Parties being any International Underwriter, its partners, directors, officers and members, any person who controls any such International Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any Affiliate of any such International Underwriter, and/or any successors and assigns of any of the foregoing persons), the Joint Sponsors or by the Company, as applicable. The fees and expenses of such separate counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available local counsel) to the indemnifying party. It is understood Indemnified Party or Parties shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the indemnifying party such Indemnifying Party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, not be liable for the fees and expenses of more than one separate firm counsel (in addition to one any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, any one Proceeding or series of related Proceedings in the case of same jurisdiction representing the Indemnified Party or Parties who is or are parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(bsuch Proceeding or Proceedings). The indemnifying party Indemnifying Party shall not be liable for any settlement or compromise by the Indemnified Party or Parties of, or any judgment consented to by the Indemnified Party or Parties with respect to, any pending or threatened Proceeding, whether effected with or without the consent of any proceeding effected without its written consentsuch Indemnifying Party, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party and agrees to indemnify and hold harmless the indemnified party Indemnified Party or Parties from and against any loss or liability by reason of such settlement, compromise or consent judgement. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect any settlement or judgmentcompromise of, or consent to the entry of any judgment with respect to, any pending or threatened Proceeding in respect of which any Indemnified Party is or could be or could have been a party and indemnity or contribution could be or could have been sought hereunder by such Indemnified Party, unless such settlement, compromise or consent judgment includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such Proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party. Notwithstanding the foregoing sentenceforegoing, if at any time an indemnified party Indemnified Person shall have requested that an indemnifying party to Indemnifying Person reimburse the indemnified party Indemnified Person for fees and expenses of counsel as contemplated by the second and third sentences of this paragraphsection, the indemnifying party agrees that it Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such indemnifying party of the aforesaid request; request and (ii) such indemnifying party the Indemnifying Person shall not have reimbursed the indemnified party Indemnified Person in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) To the extent If the indemnification provided for in this Section 9(a) or 9(b) 9 is unavailable to an indemnified party Indemnified Party under subsection (a) or (b) of this Section 9 or insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages Losses or liabilities Proceedings referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, applicable Indemnifying Party shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages Losses or liabilities Proceedings (iA) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Company on the one hand, and by the Agents, International Underwriters on the other hand, from the offering of the Shares International Offering or (iiB) if the allocation provided by clause (iA) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (iA) above but also the relative fault of the Transaction Entities, Company on the one hand, and of the Agents, International Underwriters on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages Losses or liabilitiesProceedings, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, and by the Agents, International Underwriters on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as which the total net proceeds from the offering International Offering (net of the Shares (total commissions received by the International Underwriters pursuant to Section 1 hereof but before deducting expenses) received by the Transaction Entities Company, and the total discounts and commissions received by the Agents in connection with the offering of the SharesInternational Underwriters pursuant to Section 1 hereof, bear to the aggregate Gross Sales Offer Price of the International Offer Shares. The relative fault of the Transaction Entities, Company on the one hand, and of the Agents, International Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents International Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents International Underwriters agree that it would not be just or and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents International Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in subsection (d) of this Section 9(d)9. The For the avoidance of doubt, the amount paid or payable by an indemnified party Indemnified Party as a result of the losses, claims, damages and liabilities Losses or Proceedings referred to above in subsection (d) of this Section 9(d) 9 shall be deemed to include, subject to the limitations set forth above, any include all legal or and other expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any such action Losses or claimProceedings. Notwithstanding the provisions of this Section 9, no Agent International Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions commission received by such Agent in connection with the offering of the Shares International Underwriter pursuant to Section 1 hereof exceeds the amount of any damages damage that such Agent International Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in International Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase obligations and not exclusive and shall not limit joint. The Company’s obligations to contribute pursuant to this Section 9 will be in addition to any rights or remedies which liability that the Company may otherwise be available to any indemnified party at law or in equityhave. (f) The indemnity and contribution provisions agreements contained in this Section 9 and the representations andcovenants, warranties and representations and other statements of the Transaction Entities Company contained in, or made by or on behalf of it pursuant to, this Agreement Agreement, shall remain operative and in full force and effect effect, regardless of (i) any termination of this Agreement, (ii) any investigation (or any statement as to the results thereof) made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.International

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, agrees to The Company shall indemnify and hold harmless each AgentUnderwriter, its affiliatespartners, members, directors, officers, members and employees affiliates and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever as incurred (including, without limitation, including but not limited to attorneys’ fees and any legal or other and all expenses reasonably whatsoever incurred in connection with investigating, preparing or defending against any litigation, commenced or investigating threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such action losses, liabilities, claims, damages or claimexpenses (or actions in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (a) the Registration Statement or any amendment thereofStatement, including the Rule 430B information, (b) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto thereto), or (c) any Permitted “road show” relating to the Shares (as defined in Rule 433) not constituting an Issuer Free Writing ProspectusProspectus (a “Non-Prospectus Road Show”), or arising out of or based upon any (ii) the omission or alleged omission to state therein a therefrom of any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, except insofar as however, that the Company will not be liable in any such lossescase to the extent but only to the extent that any such loss, claimsliability, damages claim, damage or liabilities are arising expense arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectusalleged omission, in reliance upon and in conformity with written information furnished in writing to the Agent InformationCompany by or on behalf of any Underwriter through the Representatives specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including but not limited to other liability under this Agreement. (b) Each Agent agreesUnderwriter, severally and not jointly, to shall indemnify and hold harmless each Transaction Entity, the Company’s directors, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement Statement, and each other person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act to the same extent or otherwise, insofar as the foregoing indemnity from the Transaction Entities to such Agentlosses, but only with liabilities, claims, damages or expenses (or actions in respect to thereof) arise out of or are based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in (a) the Registration Statement Statement, including the Rule 430B information, (b) any preliminary prospectus, any Issuer Free Writing Prospectus or any amendment thereof, the Prospectus (or any amendment or supplement thereto thereto), or (c) any Permitted Free Writing ProspectusNon-Prospectus Road Show, (ii) the omission or alleged omission therefrom of any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Underwriters will be responsible in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Agent InformationCompany by or on behalf of any Underwriter through the Representatives specifically for use in the preparation thereof; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Shares to be purchased by such Underwriter hereunder. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including but not limited to other liability under this Agreement. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9). In case any proceeding (including such claim or action is brought against any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify , and it notifies an indemnifying party of the person against whom such indemnity may be sought (the “indemnifying party”) in writing and commencement thereof, the indemnifying party shall will be entitled to participate therein andparticipate, at its own expense in the defense of such action, and to the extent that it shall elect, jointly with any other indemnifying may elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party to represent party. Notwithstanding the foregoing, the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party parties shall have the right to retain employ its or their own counselcounsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the indemnifying party and the indemnified party employment of such counsel shall have mutually agreed to been authorized in writing by one of the retention indemnifying parties in connection with the defense of such counselaction, (ii) the named indemnifying parties shall not have employed counsel to any have charge of the defense of such proceeding (including any impleaded parties) include both action within a reasonable time after notice of commencement of the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themaction, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to does not diligently defend the indemnified party action after assumption of the defense, or (iv) the such indemnified party or parties shall have reasonably concluded that there may be legal defenses available to it that or them which are different from or in addition additional to those available to one or all of the indemnifying party. It is understood that parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party shall notor parties), in respect any of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one local counsel) for all which events such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If borne by the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered intoparties. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which any indemnified party is indemnity or contribution may be or could have been a sought by an indemnified party and indemnity could have been sought hereunder by such under this Section 9 or Section 10 hereof (whether or not the indemnified partyparty is an actual or potential party thereto), unless such settlement (x) such settlement, compromise or judgment (i) includes an unconditional release of such the indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter arising out of such claim, investigation, action or proceeding and (yii) does not include any a statement as to or any an admission of fault, culpability or a any failure to act act, by or on behalf of any the indemnified party. , and (dy) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, confirms in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction Entities, on the one hand, and of the Agents, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, bear to the aggregate Gross Sales Price of the Shares. The relative fault of the Transaction Entities, on the one hand, and the Agents, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities or by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective writing its indemnification obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof hereunder with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); providedsuch settlement, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnificationcompromise or judgment. (e) The Transaction Entities and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of the Shares exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonably incurred and documented legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (eacha “road show”), an the Prospectus or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in paragraph (c) below. The Company agrees and confirms that reference to “Agent Indemnified Party”Affiliates” of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC that appear in this Agreement shall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., Ltd. (b) The Selling Shareholder agrees to indemnify and hold harmless the Underwriter, each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such lossesbut only with reference to the Selling Shareholder Information relating to the Selling Shareholder. The liability of the Selling Shareholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 11 shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, claimsbut before expenses, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in received by the Registration Statement or any amendment thereof, Selling Shareholder from the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with sale of Shares sold by the Agent InformationSelling Shareholder under this Agreement. (bc) Each Agent agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless each Transaction Entitythe Company, the Selling Shareholder, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any Permitted Free Writing amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus: the information concerning stabilizing transactions, short sales and other information appearing in reliance upon and in conformity with the Agent Informationfifteenth paragraph under the caption “Underwriting.” (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a11(a), 11(b) or 9(b11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonably incurred and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, ; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; and (iv) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel) for the Underwriter and all persons, if any, who control the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of the Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control the Selling Shareholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriter and such control persons and affiliates of the Underwriter, then such firm shall be designated in writing by the Agents, in Underwriter. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such the indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (de) To the extent the indemnification provided for in Section 9(a11(a), 11(b) or 9(b11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Shareholder on the one hand, hand and the Agents, Underwriter on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, Selling Shareholder bear to the aggregate Gross Sales Price result of the Sharesprice at which the Underwriter sells the Shares less the price at which the Underwriter purchases the Shares from the Selling Shareholder. The relative fault of the Transaction Entities, Company and the Selling Shareholder together on the one hand, and the Agents, Underwriter on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by either the Transaction Entities Company or the Selling Shareholder or by the Agents Underwriter, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Shareholder and the Agents Underwriter agree that it would not be just or equitable if contribution pursuant to this Section 9 11 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 911, no Agent the Underwriter shall not be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Shareholder contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agentthe Underwriter, any person controlling any Agent the Underwriter or any affiliate of any Agent the Underwriter, or by or on behalf of any Transaction Entity the Selling Shareholder or any person controlling the Selling Shareholder, or by or on behalf of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction EntitiesThe Company will indemnify, jointly and severally, agrees to indemnify defend and hold harmless each AgentUnderwriter, its affiliatespartners, members, directors, officers, members and employees and agents, each person, if any, person who controls any Agent Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, and each “affiliate” (eachwithin the meaning of Rule 405 under the Act) of any Underwriter, an “Agent Indemnified Party”) and the successors and assigns of all of the foregoing persons, from and against any and all losses, claims, liabilities, expenses and damages (including any and liabilities (includingall investigative, without limitation, any legal or and other expenses reasonably incurred in connection with defending with, and any amount paid in settlement of, any action, suit or investigating proceeding or any claim asserted) whatsoever, as incurred, to which they, or any of them, may become subject under the Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such action losses, claims, liabilities, expenses or claimdamages arise out of, relate to or are based on (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereofthereto), any preliminary prospectus, including the Prospectus or any amendment or supplement thereto or any Permitted Free Writing ProspectusRule 430A Information, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are arising out or based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Information. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s directors, officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agent, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Information. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceedingloss, any indemnified party shall have the right to retain its own counselclaim, but the fees liability, expense or damage primarily and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counseldirectly arises out of, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as relates to or is based on any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction Entities, on the one hand, and of the Agents, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, on the one hand, and the Agents, on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and the total discounts and commissions received by the Agents in connection with the offering of the Shares, bear to the aggregate Gross Sales Price of the Shares. The relative fault of the Transaction Entities, on the one hand, and the Agents, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representative to the Company expressly for use in, the Registration Statement (or the any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact relates to information supplied by in the Transaction Entities Registration Statement (or by the Agents and the parties’ relative intentany amendment thereto) in connection with such information, knowledge, access to which material fact was not contained in such information and opportunity which material fact was required to correct be stated in the Registration Statement or prevent was necessary to make such information not misleading, or (ii) any untrue statement or omission. The Agents’ respective obligations alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any information provided to contribute pursuant investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any omission or alleged omission to this Section 9 are several state a material fact necessary in proportion order to make the respective total discounts and commissions they have received from statements therein, in the offering light of the Sharescircumstances under which they were made, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); providedmisleading, howeverexcept, that no additional notice shall be required with respect to any action such preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), to the extent any such loss, claim, liability, expense or damage primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representative to the Company expressly for which notice has been given under section 9(d) hereof for purposes of indemnification. use in such preliminary prospectus, the Disclosure Package or the Prospectus (e) The Transaction Entities and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purposeany amendment or supplement thereto) or by primarily and directly arises out of, relates to or is based on any other method of allocation that does not take account of omission or alleged omission to state a material fact in such preliminary prospectus, the equitable considerations referred to in Section 9(d). The amount paid Disclosure Package or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(dProspectus (or any amendment or supplement thereto) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the Shares exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was circumstances under which they were made, not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equitymisleading. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directorspartners, officers, members directors and employees officers and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable out of pocket legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred) arising that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon caused by any omission or alleged omission 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 Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto), any Pricing FWP or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement Statement, the Pricing Prospectus (or any amendment thereofor supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing ProspectusProspectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information specified in Section 10(c)). (b) The Selling Stockholder agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of the Preliminary Prospectus. In no event shall the Selling Stockholder be required pursuant to this Section 10(b) to indemnify the Underwriter in an amount in excess of the net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares. (bc) Each Agent agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholder to the same extent as the foregoing indemnity from the Transaction Entities to such Agentset forth in Section 10(a) and 10(b), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to the Agent Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP; it being understood that such information shall consist solely of the following: the third, ninth and tenth paragraphs under the heading “Underwriting” in the Preliminary Prospectus. (cd) In case If any suit, action, proceeding (including any governmental or regulatory investigation) ), claim or demand shall be instituted involving brought or asserted against any person in respect of which indemnity indemnification may be sought pursuant to the preceding paragraphs of this Section 9(a) or 9(b)10, such person (the “indemnified partyIndemnified Person”) shall promptly notify the person against whom such indemnity indemnification may be sought (the “indemnifying partyIndemnifying Person”) in writing and writing; provided that the indemnifying party failure to notify the Indemnifying Person shall be entitled to participate therein and, not relieve it from any liability that it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall elect, jointly with not relieve it from any other indemnifying party similarly notified, liability that it may have to assume an Indemnified Person otherwise than under this Section 10. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the defense Indemnifying Person thereof, with the Indemnifying Person shall retain counsel reasonably satisfactory to the indemnified party Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the indemnified party Indemnified Person and any others entitled to indemnification pursuant to this Section 10 that the indemnifying party Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements expenses of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof, as incurred. In any such proceeding, any indemnified party Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party Indemnified Person unless (i) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel, contrary; (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or Indemnified Person; (iviii) the indemnified party Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying partyIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party Indemnifying Person shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Indemnified Persons, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. If Any such separate firm for the indemnifying party does not elect to assume Underwriter, its affiliates, partners, directors and officers and any control persons of the defense, then such firm Underwriter shall be designated in writing by the AgentsUnderwriter and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in the case of parties indemnified pursuant to Section 9(a), and writing by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity indemnification could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement (x) includes an unconditional release of such indemnified partyIndemnified Person, in form and substance reasonably satisfactory to such indemnified partyIndemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyIndemnified Person. (de) To the extent If the indemnification provided for in Section 9(aSections 10(a), 10(b) or 9(band 10(c) above is unavailable to an indemnified party Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party Indemnifying Person under such paragraphSections, in lieu of indemnifying such indemnified party Indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and of the Agents, Underwriter on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and Selling Stockholder from the sale of the Shares to the total underwriting discounts and commissions received by the Agents Underwriter in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price offering price of the Shares. The relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company and the Selling Stockholder or by the Agents Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Stockholder and the Agents Underwriter agree that it would not be just or and equitable if contribution pursuant to this Section 9 10 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)10(e) above. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d10(e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 910, in no Agent event (i) shall the Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Agent in connection the Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionomission and (ii) in no event shall the Selling Stockholder be required to contribute (x) other than to the extent the losses, claims, damages, liabilities or expenses arose from the written information furnished to the Company by the Selling Stockholder expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that the only such information furnished by the Selling Stockholder consists of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of Preliminary Prospectus and the Prospectus, or (y) any amount in excess of the aggregate net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (g) The remedies provided for in this Section 9 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party Indemnified Person at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directorspartners, directors and officers, members and employees employees, agents and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable out of pocket legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred) arising that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon caused by any omission or alleged omission 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), Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto), any Pricing FWP or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement Statement, the Prospectus (or any amendment thereofor supplement thereto), the Prospectus or Pricing Date Information, any Permitted Free Writing ProspectusProspectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information specified in Section 10(c)). (b) The Selling Stockholder agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers, employees, agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of the Prospectus. In no event shall the Selling Stockholder be required pursuant to this Section 10(b) to indemnify the Underwriter in an amount in excess of the net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares. (bc) Each Agent agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholder to the same extent as the foregoing indemnity from the Transaction Entities to such Agentset forth in Section 10(a) and 10(b), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to the Agent Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP; it being understood that such information shall consist solely of the following: the first two sentences of the second paragraph, the seventh and eighth paragraphs under the heading “Underwriting” in the Prospectus. (cd) In case If any suit, action, proceeding (including any governmental or regulatory investigation) ), claim or demand shall be instituted involving brought or asserted against any person in respect of which indemnity indemnification may be sought pursuant to the preceding paragraphs of this Section 9(a) or 9(b)10, such person (the “indemnified partyIndemnified Person”) shall promptly notify the person against whom such indemnity indemnification may be sought (the “indemnifying partyIndemnifying Person”) in writing and writing; provided that the indemnifying party failure to notify the Indemnifying Person shall be entitled to participate therein and, not relieve it from any liability that it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall elect, jointly with not relieve it from any other indemnifying party similarly notified, liability that it may have to assume an Indemnified Person otherwise than under this Section 10. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the defense Indemnifying Person thereof, with the Indemnifying Person shall retain counsel reasonably satisfactory to the indemnified party Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the indemnified party Indemnified Person and any others entitled to indemnification pursuant to this Section 10 that the indemnifying party Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements expenses of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof, as incurred. In any such proceeding, any indemnified party Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party Indemnified Person unless (i) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel, contrary; (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or Indemnified Person; (iviii) the indemnified party Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying partyIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party Indemnifying Person shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Indemnified Persons, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. If Any such separate firm for the indemnifying party does not elect to assume Underwriter, its affiliates, partners, directors and officers, employees, agents and any control persons of the defense, then such firm Underwriter shall be designated in writing by the AgentsUnderwriter and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in the case of parties indemnified pursuant to Section 9(a), and writing by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity indemnification could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement (x) includes an unconditional release of such indemnified partyIndemnified Person, in form and substance reasonably satisfactory to such indemnified partyIndemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyIndemnified Person. (de) To the extent If the indemnification provided for in Section 9(aSections 10(a), 10(b) or 9(band 10(c) above is unavailable to an indemnified party Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party Indemnifying Person under such paragraphSections, in lieu of indemnifying such indemnified party Indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and of the Agents, Underwriter on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities and Selling Stockholder from the sale of the Shares to the total underwriting discounts and commissions received by the Agents Underwriter in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price offering price of the Shares. The relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company and the Selling Stockholder or by the Agents Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Stockholder and the Agents Underwriter agree that it would not be just or and equitable if contribution pursuant to this Section 9 10 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)10(e) above. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d10(e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 910, in no Agent event (i) shall the Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Agent in connection the Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionomission and (ii) in no event shall the Selling Stockholder be required to contribute (x) other than to the extent the losses, claims, damages, liabilities or expenses arose from the written information furnished to the Company by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that the only such information furnished by the Selling Stockholder consists of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of Prospectus, or (y) any amount in excess of the aggregate net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (g) The remedies provided for in this Section 9 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party Indemnified Person at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agentthe Underwriter, its affiliates, directorspartners, officers, members directors and employees officers and each person, if any, who controls any Agent the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable out of pocket legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred) arising that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon caused by any omission or alleged omission 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 Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto), any Pricing FWP or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement Statement, the Pricing Prospectus (or any amendment thereofor supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing ProspectusProspectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information specified in Section 10(c)). (b) The Selling Stockholder agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that such information consists solely of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of the Preliminary Prospectus. In no event shall the Selling Stockholder be required pursuant to this Section 10(b) to indemnify the Underwriter in an amount in excess of the net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares and Class A Debentures, if applicable. (bc) Each Agent agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholder to the same extent as the foregoing indemnity from the Transaction Entities to such Agentset forth in Section 10(a) and 10(b), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to the Agent Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP; it being understood that such information shall consist solely of the following: the second, eighth and ninth paragraphs under the heading “Underwriting” in the Preliminary Prospectus. (cd) In case If any suit, action, proceeding (including any governmental or regulatory investigation) ), claim or demand shall be instituted involving brought or asserted against any person in respect of which indemnity indemnification may be sought pursuant to the preceding paragraphs of this Section 9(a) or 9(b)10, such person (the “indemnified partyIndemnified Person”) shall promptly notify the person against whom such indemnity indemnification may be sought (the “indemnifying partyIndemnifying Person”) in writing and writing; provided that the indemnifying party failure to notify the Indemnifying Person shall be entitled to participate therein and, not relieve it from any liability that it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall elect, jointly with not relieve it from any other indemnifying party similarly notified, liability that it may have to assume an Indemnified Person otherwise than under this Section 10. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the defense Indemnifying Person thereof, with the Indemnifying Person shall retain counsel reasonably satisfactory to the indemnified party Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the indemnified party Indemnified Person and any others entitled to indemnification pursuant to this Section 10 that the indemnifying party Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements expenses of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof, as incurred. In any such proceeding, any indemnified party Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party Indemnified Person unless (i) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel, contrary; (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or Indemnified Person; (iviii) the indemnified party Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying partyIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party Indemnifying Person shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Indemnified Persons, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. If Any such separate firm for the indemnifying party does not elect to assume Underwriter, its affiliates, partners, directors and officers and any control persons of the defense, then such firm Underwriter shall be designated in writing by the AgentsUnderwriter and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in the case of parties indemnified pursuant to Section 9(a), and writing by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity indemnification could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement (x) includes an unconditional release of such indemnified partyIndemnified Person, in form and substance reasonably satisfactory to such indemnified partyIndemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyIndemnified Person. (de) To the extent If the indemnification provided for in Section 9(aSections 10(a), 10(b) or 9(band 10(c) above is unavailable to an indemnified party Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party Indemnifying Person under such paragraphSections, in lieu of indemnifying such indemnified party Indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and of the Agents, Underwriter on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Selling Stockholder from the sale of the Shares and Class A Debentures, if applicable, to the total underwriting discounts and commissions received by the Agents Underwriter in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price offering price of the Shares. The relative fault of the Transaction EntitiesCompany and the Selling Stockholder, on the one hand, and the Agents, Underwriter on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company and the Selling Stockholder or by the Agents Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (ef) The Transaction Entities Company, the Selling Stockholder and the Agents Underwriter agree that it would not be just or and equitable if contribution pursuant to this Section 9 10 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)10(e) above. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d10(e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 910, in no Agent event (i) shall the Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Agent in connection the Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Agent the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionomission and (ii) in no event shall the Selling Stockholder be required to contribute (x) other than to the extent the losses, claims, damages, liabilities or expenses arose from the written information furnished to the Company by the Selling Stockholder expressly for use in the Registration Statement, the Pricing Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Pricing Date Information, any Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any Pricing FWP, it being understood that the only such information furnished by the Selling Stockholder consists of the information about the Selling Stockholder set forth in the “Selling Stockholder” section of Preliminary Prospectus and the Prospectus, or (y) any amount in excess of the aggregate net proceeds before expenses received by the Selling Stockholder from the Underwriter for the Shares. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (g) The remedies provided for in this Section 9 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party Indemnified Person at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliateseach director, directorsofficer and employee of each Underwriter, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Time of Sale Prospectus or any preliminary prospectusamendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectusthereto, or arising arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to any Underwriter furnished to the Agent Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representative consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third and twelfth paragraphs under the caption “Underwriters” in the Prospectus (the “Underwriter Information”), or the Selling Shareholder Information. (b) Each Agent Selling Shareholder agrees, severally and not jointly, to indemnify and hold harmless each Transaction EntityUnderwriter, each director, officer and employee of each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 of the Securities Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to the Selling Shareholder Information furnished in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto. The liability of each Selling Shareholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Purchase Price (but before payment of expenses) of the Shares sold by such Selling Shareholder under this Agreement (with respect to each Selling Shareholder, the “Selling Shareholder Proceeds”). (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company’s directors, the Selling Shareholders, the directors of the Company, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or any Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, in reliance upon and in conformity or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to the Agent Underwriter Information. (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a11(a), 11(b) or 9(b11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, them or (iii) the indemnifying party has failed within a reasonable time to retain timely appoint counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the reasonably incurred fees and expenses of more than one separate firm (in addition to one any local counsel) for all Underwriters, their respective directors, officers and employees, and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Shareholders and all persons, if any, who control any Selling Shareholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriters and such control persons and directors, then officers, employees or affiliates of any Underwriters, such firm shall be designated in writing by the Agents, in Representative. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Shareholders and such control persons of any Selling Shareholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Shareholders under the Powers of Attorney. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any a statement as to or any an admission of fault, culpability or a failure to act act, by or on behalf of any an indemnified party. (de) To the extent the indemnification provided for in Section 9(a11(a), 11(b) or 9(b11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Shareholders on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities each Selling Shareholder and the total discounts and commissions amount deemed to be underwriting compensation received by the Agents in connection with the offering of the Shares, bear to the aggregate Gross Sales Price of the SharesUnderwriters. The relative fault of the Transaction Entities, indemnifying party on the one hand, hand and the Agents, indemnified party on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company, the Selling Shareholders or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 11 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth liability of each Selling Shareholder under the contribution agreement contained in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice paragraph shall be required with respect limited to any action for which notice has been given under section 9(d) hereof for purposes of indemnificationan amount equal to the Selling Shareholder Proceeds. (ef) The Transaction Entities Each of the Company, the Selling Shareholders and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 11 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 911, (i) no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no Selling Shareholder shall be required to contribute an amount in excess of the amount by which the Selling Shareholder Proceeds exceed the amount of any damages that such Selling Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) Nothing in this Section 11 is intended to, or shall, supersede the respective indemnification and contribution obligations of the Company and the Selling Shareholder, but only as between themselves, as provided in the Shareholder Rights Agreement. (h) The indemnity and contribution provisions contained in this Section 9 11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Shareholders contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, its directors, officers or employees, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter, by or on behalf of any Selling Shareholder or any person controlling any Selling Shareholder, or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, its officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Agent Indemnified Party”) and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Underwriter Information. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities Company to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Underwriter Information. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a10(a) or 9(b10(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the writing, but failure to so notify an indemnifying party shall be entitled to participate therein and, not relieve such indemnifying party from any liability hereunder to the extent that it is not materially prejudiced as a result thereof and in any event shall electnot relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party, jointly with any other indemnifying party similarly notifiedupon request of the indemnified party, to assume the defense thereof, with shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party person, or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such Such firm shall be designated in writing by the AgentsManager authorized to appoint counsel under this Section set forth in Schedule I hereto, in the case of parties indemnified pursuant to Section 9(a10(a), and by the Company Company, in the case of parties indemnified pursuant to Section 9(b10(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (d) To the extent the indemnification provided for in Section 9(a10(a) or 9(b10(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i10(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i10(d)(i) above but also the relative fault of the Transaction Entities, Company on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents in connection with the offering of the Shares, Underwriters bear to the aggregate Gross Sales Price initial public offering price of the SharesShares set forth in the Prospectus. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 10 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 10 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d10(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d10(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 910, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 10 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of The Fund, the Transaction EntitiesInvestment Adviser and the Administrator, jointly and severally, agrees agree to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each partner, director, officer, trustee, manager, member and shareholder of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Underwriter Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by, arising out of of, related to or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, any Omitting Prospectus, any Road Show Material, the Time of Sale Prospectus, or the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectusthereto, or arising out of or based upon caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are arising out or based upon caused by any such untrue statement or omission or alleged untrue statement or omission made in based upon written information furnished to the Registration Statement or Fund by the Representative on behalf of any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent InformationUnderwriter expressly for use therein. (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entityof the Fund, the Company’s Investment Adviser and the Administrator, and each of their respective partners, directors, officers trustees, managers, members and shareholders (as the case may be), and each officer of the Fund who signed signs the Registration Statement and each person, if any, who controls either of the Transaction Entities Fund, the Investment Adviser and/or the Administrator within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Fund Indemnified Party”) to the same extent as the foregoing indemnity from the Transaction Entities Fund, the Investment Adviser and the Administrator to such AgentUnderwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to the Underwriters furnished to the Fund by the Representative on behalf of any Underwriter expressly for use in the Registration Statement Statement, as originally filed with the Commission, or any amendment thereof, any preliminary prospectus, any Omitting Prospectus, any Road Show Material, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Informationthereto. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a8(a) or 9(b8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements reasonably incurred of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual conflict of interest, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that and/or other indemnified parties which are different from or in addition additional to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses reasonably incurred of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Underwriter Indemnified Parties, collectively, and that all such reasonable (ii) the fees and expenses shall be reimbursed as they are incurredreasonably incurred of more than one separate firm (in addition to any local counsel) for all Fund Indemnified Parties, collectively. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriter Indemnified Parties, then such firm shall be designated in writing by the Agents, in Representative. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Fund Indemnified Parties, and such firm shall be designated in writing by the Company in the case of parties indemnified pursuant to Section 9(b)Fund. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraphSection 8(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; , (ii) such indemnifying party shall have received notice of the material terms of such settlement at least 30 days prior to such settlement being entered into, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (d) To the extent the indemnification provided for in Section 9(a8(a) or 9(b8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesFund, the Investment Adviser and/or the Administrator on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i8(d)(i) above but also the relative fault of the Transaction EntitiesFund, the Investment Adviser and/or the Administrator on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesFund, the Investment Adviser and/or the Administrator on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Fund and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction EntitiesFund, the Investment Adviser and/or the Administrator on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Fund, the Investment Adviser or the Administrator or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 8 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Fund, the Investment Adviser, the Administrator and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 98, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Fund, the Investment Adviser and the Administrator contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent Underwriter Indemnified Party or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity Fund Indemnified Party and (iii) any acceptance of and payment for any of the Shares. (g) For purposes No party shall be entitled to indemnification under this Section 8 if such indemnification of clarity and without limitation to any provision of this Agreement, the obligations such party would violate Section 17(i) of the Agents under this Agreement are several and not jointInvestment Company Act.

Indemnity and Contribution. (a) Each of The Company and the Transaction EntitiesOperating Partnership, jointly and severally, agrees agree to indemnify and hold harmless each [Name of Agent], its affiliates, directors, officers, members directors and employees officers and each person, if any, who controls any Agent [Name of Agent] within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable out of pocket legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred) arising that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, or arising out of or based upon caused by any omission or alleged omission 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 Permitted Free Writing Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to [Name of Agent] furnished to the Agent InformationCompany in writing by or on behalf of [Name of Agent] expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 9(b)). (b) Each Agent agrees, severally and not jointly, [Name of Agent] agrees to indemnify and hold harmless the Company and the Operating Partnership and each Transaction Entity, of the Company’s directors, each of the Company’s officers who signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such Agentset forth in Section 9(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement or any amendment thereof, the Prospectus or any amendment or supplement thereto or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to [Name of Agent] furnished to the Agent InformationCompany in writing by or on behalf of [Name of Agent] expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, it being understood and agreed upon that such information shall consist solely of the following: [Name of Agent]’s name and the third sentence of the second paragraph, the third paragraph and the first and second sentence of the eighth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. (c) In case If any suit, action, proceeding (including any governmental or regulatory investigation) ), claim or demand shall be instituted involving brought or asserted against any person in respect of which indemnity indemnification may be sought pursuant to either Section 9(a) or 9(b)) above, such person (the “indemnified partyIndemnified Person”) shall promptly notify the person against whom such indemnity indemnification may be sought (the “indemnifying partyIndemnifying Person”) in writing and writing; provided that the indemnifying party failure to notify the Indemnifying Person shall be entitled to participate therein and, not relieve it from any liability that it may have under this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall electnot relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 9. In the case of parties indemnified pursuant to Section 9(a) above, jointly with any other indemnifying party similarly notifiedcounsel to the Indemnified Person shall be selected by [Name of Agent], and, in the case of parties indemnified pursuant to assume Section 9(b) above, counsel to the Indemnified Person shall be selected by the Company. An Indemnifying Person may participate at its own expense in the defense thereofof any such action; provided, with however, that counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and Indemnifying Person shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection not (except with the defense thereof. In any such proceeding, any indemnified party shall have consent of the right to retain its own counsel, but the fees and expenses of such Indemnified Person) also be counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying partyIndemnified Person. It is understood and agreed that the indemnifying party Indemnifying Person shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties Indemnified Persons, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred. If Any such separate firm for [Name of Agent], its affiliates, directors and officers and any control persons of [Name of Agent] shall be designated in writing by [Name of Agent] and any such separate firm for the indemnifying party does not elect to assume Company, its directors, its officers who signed the defense, then such firm Registration Statement and any control persons of the Company shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b)Company. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party Indemnifying Person agrees to indemnify the indemnified party each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party Indemnified Person is or could have been a party and indemnity indemnification could have been sought hereunder by such indemnified partyIndemnified Person, unless such settlement (x) includes an unconditional release of such indemnified partyIndemnified Person, in form and substance reasonably satisfactory to such indemnified partyIndemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyIndemnified Person. If at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel, such Indemnifying Person agrees that it shall be liable for any settlement of the nature contemplated by this Section 9(c) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii) such Indemnifying Person shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such Indemnifying Person shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. (d) To the extent If the indemnification provided for in Section Sections 9(a) or and 9(b) above is unavailable to an indemnified party Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party Indemnifying Person under such paragraphSections, in lieu of indemnifying such indemnified party Indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesCompany and the Operating Partnership, on the one hand, and the Agents[Name of Agent], on the other handother, from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesCompany and the Operating Partnership, on the one hand, and [Name of the AgentsAgent], on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesCompany and the Operating Partnership, on the one hand, and the Agents[Name of Agent], on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Company and the Operating Partnership from the sale of the Shares and the total underwriting discounts and commissions received by the Agents [Name of Agent] in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price of the SharesPrice. The relative fault of the Transaction EntitiesCompany and the Operating Partnership, on the one hand, and the Agents[Name of Agent], on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company and Operating Partnership, on the one hand, or by [Name of Agent], on the Agents other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company, the Operating Partnership and the Agents [Name of Agent] agree that it would not be just or and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)) above. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, in no Agent event shall [Name of Agent] be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Agent in connection [Name of Agent] with respect to the offering of the Shares exceeds the amount of any damages that such Agent [Name of Agent] has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (f) The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party Indemnified Person at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each Agent, Agent and its respective affiliates, directors, directors and officers, members and employees and each person, if any, who controls any Agent of the Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Agent Indemnified Party”) from and against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever incurred (including, without limitationbut not limited to, attorneys’ fees and any legal or other and all expenses reasonably whatsoever incurred in connection with investigating, preparing or defending against any litigation, commenced or investigating threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such action losses, liabilities, claims, damages or claimexpenses (or actions in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either the Registration Statement or any amendment thereof, any preliminary prospectusStatement, the Prospectus or any amendment or supplement thereto or Prospectus, any Permitted Free Writing Prospectus, or arising out of any amendments or based upon supplements thereto, or in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any “road show” (as defined in Rule 433(h) under the Act) or (ii) the omission or alleged omission to state therein in the (A) Registration Statement, as originally filed or any amendment thereof, a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or (B) in the Prospectus, any Permitted Free Writing Prospectus, or any amendments or supplements thereto, or in any “issuer information” or any “road show” a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such lossescase to the extent but only to the extent that any such loss, claimsliability, damages claim, damage or liabilities are arising expense arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent expressly for use therein, which information is limited to the information set forth in Section 9(e) (the “Agent Information”). (b) Each Agent agreesAgent, severally and not jointly, to shall indemnify and hold harmless each Transaction Entity, the Company’s directors, its respective affiliates, directors and officers who shall have signed the Registration Statement Statement, and each other person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to such AgentAct, against any losses, liabilities, claims, damages and expenses whatsoever incurred (including, but only with not limited to, attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect to thereof) arise out of or are based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in either the Registration Statement or any amendment thereofStatement, the Prospectus or any amendment or supplement thereto or Prospectus, any Permitted Free Writing Prospectus, or any amendments or supplements thereto, or (ii) the omission or alleged omission to state in the (A) Registration Statement, as originally filed or any amendment thereof, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) in the Prospectus, any Permitted Free Writing Prospectus, or any amendments or supplements thereto, a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Agent Information. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9 or from any liability that it may have otherwise than under this Section 9). In case any proceeding (including such claim or action is brought against any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify , and it notifies an indemnifying party of the person against whom such indemnity may be sought (the “indemnifying party”) in writing and commencement thereof, the indemnifying party shall will be entitled to participate therein andtherein, and to the extent that it shall elect, jointly with any other indemnifying may elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party parties shall have the right to retain employ its or their own counselcounsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the indemnifying party and the indemnified party employment of such counsel shall have mutually agreed to been authorized in writing by one of the retention indemnifying parties in connection with the defense of such counselaction, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties) or (iv) the named parties to in any such proceeding (including any impleaded impleading parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests interest between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect any of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one local counsel) for all which events such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If borne by the indemnifying party does not elect to assume the defense, then such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to Section 9(a), and by the Company in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered intoparties. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which any the indemnified party is or reasonably could have been a party and indemnity or contribution may be or could have been sought hereunder by such the indemnified party, unless such settlement settlement, compromise or judgment (xi) includes an unconditional release of such the indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter arising out of such claim, investigation, action or proceeding and (yii) does not include any a statement as to or any an admission of fault, culpability or a any failure to act act, by or on behalf of any the indemnified party. (d) To the extent If the indemnification provided for in Section Sections 9(a) or and 9(b) above is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraphSections, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction EntitiesCompany, on the one hand, and the applicable Agents, on the other handother, from the offering of the Shares pursuant to this Agreement and any Terms Agreements or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Transaction EntitiesCompany, on the one hand, and of the applicable Agents, on the other handother, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction EntitiesCompany, on the one hand, and the applicable Agents, on the other handother, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total discounts and commissions received by the Agents in connection with the offering of the Shares, therewith bear to the aggregate Gross Sales Price of the such Shares. The relative fault of the Transaction EntitiesCompany, on the one hand, and the applicable Agents, on the other handother, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company, on the one hand, or by the Agents applicable Agents, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Agents’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective total discounts and commissions they have received from the offering of the Shares, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Agents severally confirm and the Company acknowledges and agrees that the name of each Agent constitutes the only information concerning such Agents agree furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus. (f) The Company and each Agent agrees that it would not be just or and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d)) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall any Agent shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. . (g) The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 and the representations and, warranties of the Transaction Entities contained in, or made pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent, any person controlling any Agent or any affiliate of any Agent or by or on behalf of any Transaction Entity or any of their respective officers or directors or any person controlling any Transaction Entity and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officersofficers and employees, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising any Testing-the-Waters Communication or arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising based upon, any such untrue statement or omission or alleged untrue statement or omission made based upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (c) below. (b) The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its directors, officers and employees, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication or arise out of, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto based upon and in conformity with information furnished to the Company in writing by the Selling Shareholder expressly for use therein; and except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance based upon and in conformity with information relating to any Underwriter furnished to the Agent InformationCompany in writing by such Underwriter through you expressly for use therein. The liability of the Selling Shareholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by the Selling Shareholder under this Agreement (before deducting expenses) less any underwriting discounts and commissions paid to the Underwriters. (bc) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entitythe Company, the Selling Shareholder, the directors of the Company’s directors, the officers of the Company who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto thereto, or any Permitted Free Writing Testing the Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment or supplement thereto, it being understood that such information is limited to the following: the selling concession amount appearing in reliance upon the third paragraph under the caption “Underwriting,” and the information concerning stabilization in conformity with the Agent Informationtwelfth paragraph under the caption “Underwriting.” (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a11(a), 11(b) or 9(b11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the reasonable fees and expenses of more than one separate firm (in addition to one any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control the Selling Shareholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriters and such control persons and affiliates of any Underwriters, then such firm shall be designated in writing by the Agents, in Representatives. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyproceeding. (de) To the extent the indemnification provided for in Section 9(a11(a), 11(b) or 9(b11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company and the Selling Shareholder on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities Selling Shareholder and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction Entities, Company and the Selling Shareholder on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or the Selling Shareholder or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 11 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth liability of the Selling Shareholder under the contribution agreement contained in Section 9(c) hereof with respect this paragraph shall be limited to notice an amount equal to the aggregate Public Offering Price of commencement of any action shall apply if a claim for contribution is to be made the Shares sold by the Selling Shareholder under this Section 9(d); provided, however, that no additional notice shall be required with respect Agreement less any underwriting discounts and commissions paid to any action for which notice has been given under section 9(d) hereof for purposes of indemnificationthe Underwriters. (ef) The Transaction Entities Company and the Agents Selling Shareholder and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 11 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 911, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Shareholder contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, its directors, officers and employees, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter, by or on behalf of the Selling Shareholder or any person controlling the Selling Shareholder, or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any “issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising any Testing-the-Waters Communication or arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with the Agent Informationany Underwriter Information (as defined below). (b) Each Agent agrees, severally and not jointly, The Selling Stockholder agrees to indemnify and hold harmless each Transaction EntityUnderwriter, each affiliate of any Underwriter within the Company’s directors, officers who signed meaning of Rule 405 under the Registration Statement Securities Act and each person, if any, who controls either of the Transaction Entities such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from set forth in paragraph (a) above; provided that the Transaction Entities Selling Stockholder shall be liable only to the extent that such Agentuntrue statement or alleged untrue statement of material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading has been made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any roadshow or any Testing-the-Waters Communication, but only with reference to the Selling Stockholder Information furnished to the Company in writing by or on behalf of the Selling Stockholder expressly for use therein. The liability under this subsection (b) of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Shares sold by the Selling Stockholder hereunder (with respect to the Selling Stockholder, such amount being referred to herein as the Selling Stockholder’s “Net Proceeds”). (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholder, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or the Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto; it being understood and agreed upon that the only information furnished by any such Underwriter through the Representatives consists of the following information in the Time of Sale Prospectus and the Prospectus furnished on behalf of each Underwriter: the information in the first sentence and the second sentence of the first paragraph under the heading “Underwriting–Commissions and Discounts”, the information in reliance upon the first sentence, the second sentence, the fifth sentence, the sixth sentence, the eighth sentence and the ninth sentence in conformity with the Agent first paragraph under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids”, the information in the first sentence in the second paragraph under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” the information in the third sentence in the third paragraph under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information appearing under the heading “Underwriting–Electronic Distribution” (such information, the “Underwriter Information”). (cd) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a11(a), 11(b) or 9(b11(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable and documented fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to one any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such indemnified parties Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Stockholder and all persons, if any, who control the Selling Stockholder within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If In the indemnifying party does not elect to assume case of any such separate firm for the defenseUnderwriters and such control persons and affiliates of any Underwriters, then such firm shall be designated in writing by the Agents, in Representatives. In the case of parties indemnified pursuant to Section 9(a)any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company in Company. In the case of parties indemnified pursuant to Section 9(b)any such separate firm for the Selling Stockholder and such control persons of the Selling Stockholder, such firm shall be designated in writing by the Selling Stockholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraphSection 11, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified partyparties. (de) To the extent the indemnification provided for in Section 9(a11(a), 11(b) or 9(b11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, indemnifying party or parties on the one hand, hand and the Agents, indemnified party or parties on the other hand, hand from the offering of the Shares or (ii) if ii)if the allocation provided by clause (i11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i11(e)(i) above but also the relative fault of the Transaction Entities, indemnifying party or parties on the one hand, hand and of the Agents, indemnified party or parties on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Sellers on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Transaction Entities each Seller and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction Entities, Sellers on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Sellers on the one hand or by the Agents Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 11 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth liability of the Selling Stockholder under the contribution agreement contained in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice paragraph shall be required with respect limited to any action for which notice has been given under section 9(d) hereof for purposes of indemnificationan amount equal to the Selling Stockholder’s Net Proceeds. (ef) The Transaction Entities Sellers and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 11 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 911, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement of material fact or omission or alleged omissionomission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (fg) The indemnity and contribution provisions contained in this Section 9 11 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company and the Selling Stockholder contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter, by or on behalf of the Selling Stockholder or any person controlling the Selling Stockholder, or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.

Indemnity and Contribution. (a) Each of the Transaction Entities, jointly and severally, The Company agrees to indemnify and hold harmless each AgentUnderwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Agent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (each, an “Agent Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto thereto, any “issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any Permitted Free Writing Prospectusamendment or supplement thereto, or arising any Testing-the-Waters Communication, or arise out of of, or are based upon upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are arising out or based upon upon, any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement or any amendment thereof, the Prospectus or any Permitted Free Writing Prospectus, in reliance upon and in conformity with any information relating to any Underwriter furnished to the Agent InformationCompany in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters through the Representatives consists of the Underwriter Information (as defined in paragraph (b) below). (b) Each Agent Underwriter agrees, severally and not jointly, to indemnify and hold harmless each Transaction Entity, the Company’s , its directors, its officers who signed sign the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Transaction Entities to and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such Agentaction or claim) that arise out of, but only with respect to or are based upon, any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any “issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through or on behalf of the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto (the “Underwriter Information”); it being understood and agreed that the only such information shall be furnished by or on behalf of any Permitted Free Writing Prospectus, such Underwriter consists of the following information in reliance upon the Prospectus furnished on behalf of each Underwriter: the selling concession amount appearing in the first sentence of the third paragraph under the caption “Underwriting,” the information concerning sales to discretionary accounts appearing in the sole sentence of the seventh paragraph under the caption “Underwriting,” and the information concerning stabilization by the Underwriters in conformity with first sentence of the Agent Informationsixteenth paragraph under the caption “Underwriting.” (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a8(a) or 9(b8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party party, upon request of the indemnified party, shall be entitled to participate therein and, to retain counsel chosen by the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel and reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and disbursements of such counsel related to such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof under such subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel, counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to one any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. If the indemnifying party does not elect to assume the defense, then such Such firm shall be designated in writing by the AgentsM▇▇▇▇▇ S▇▇▇▇▇▇, in the case of parties indemnified pursuant to Section 9(a8(a), and by the Company Company, in the case of parties indemnified pursuant to Section 9(b8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 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 and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (iI) such settlement is entered into more than 30 60 days after receipt by such indemnifying party of the aforesaid request; request and (iiII) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. 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 (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) To the extent the indemnification provided for in Section 9(a8(a) or 9(b8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand from the offering of the Shares or (ii) if the allocation provided by clause (i8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i8(d)(i) above but also the relative fault of the Transaction Entities, Company on the one hand, hand and of the Agents, Underwriters on the other hand, hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (after deducting underwriting commissions and discounts but before deducting expenses) received by the Transaction Entities Company and the total underwriting discounts and commissions received by the Agents Underwriters, in connection with each case as set forth in the offering table on the cover of the SharesProspectus, bear to the aggregate Gross Sales Public Offering Price of the Shares. The relative fault of the Transaction Entities, Company on the one hand, hand and the Agents, Underwriters on the other hand, hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities Company or by the Agents Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AgentsUnderwriters’ respective obligations to contribute pursuant to this Section 9 8 are several in proportion to the respective total discounts and commissions number of Shares they have received from the offering of the Sharespurchased hereunder, and not joint. The provisions set forth in Section 9(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9(d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under section 9(d) hereof for purposes of indemnification. (e) The Transaction Entities Company and the Agents Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 8 were determined by pro rata allocation (even if the Agents Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 98, no Agent Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Agent in connection with the offering of price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Agent Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 9 8 and the representations andrepresentations, warranties and other statements of the Transaction Entities Company contained in, or made pursuant to, in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any AgentUnderwriter, any person controlling any Agent Underwriter or any affiliate of any Agent Underwriter, or by or on behalf of any Transaction Entity or any of their respective the Company, its officers or directors or any person controlling any Transaction Entity the Company and (iii) any acceptance of and payment for any of the Shares. (g) For purposes of clarity and without limitation to any provision of this Agreement, the obligations of the Agents under this Agreement are several and not joint.