Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any, who # controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or # is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in [Section 11(a)], as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.

Company Indemnification. The AgentCompany agrees to indemnify and hold harmless the CompanyAgent, its partners, members, directors, officers, employees and its directors and officers,agents and each person, if any, who # controls the CompanyAgent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or # is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in [Section 11(a)], as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.follows:

Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and itsthe Selling Stockholder, and their respective officers, directors and officers,employees, and each person, if any, who #signs the Registration Statement, and each person 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 or # is controlled by or is under common control withAct, to the same extent as the foregoing indemnity from the Company against any and all loss, liability, claim, damage and expense described into the indemnity contained in [Section 11(a)], as incurred,Agent, but only with respectreference to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity withwritten information relating to the Agent andor the Forward Purchaser furnished to the Company in writingor the Selling Stockholder by the Agent expresslyspecifically for use therein.inclusion in the documents referred to in the foregoing indemnity, and will reimburse any legal or other expenses reasonably incurred by such persons in connection with defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such person is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred. This indemnity agreement will be in addition to any liability which the Agent may otherwise have.

Indemnification byof the Agent.Agent and the Forward Purchaser. The AgentCompany agrees to indemnify and hold harmless the Company and itsAgent, the Forward Purchaser, their respective officers, directors and officers,employees, and each person, if any, who # controls the CompanyAgent or the Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent, the Forward Purchaser, such officer, director, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon # any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or # is controlled byany untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under common control withwhich they were made, not misleading, and to reimburse the Company againstAgent, the Forward Purchaser, each such officer, director employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of one counsel chosen by the Agent) as such expenses are reasonably incurred by the Agent, the Forward Purchaser, such officer, director employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage anddamage, liability or expense described into the indemnity contained in [Section 11(a)], as incurred,extent, but only with respect to the extent, arising out of or based upon any untrue statements or omissions,statement or alleged untrue statementsstatement or omissions,omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent or the Forward Purchaser expressly for use in the Registration Statement (orStatement, any amendments thereto) or in any related Issuersuch Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon, it being understood and in conformity withagreed that the only such information relating tofurnished by the Agent and furnishedor the Forward Purchaser to the Company consists of the seventeenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in writing by the Agent expressly for use therein.Prospectus. The indemnity agreement set forth in this [Section 6(a)] shall be in addition to any liabilities that the Company may otherwise have.

Indemnification byof the Agent.Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of [Section 9].B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors and officers, and eachor any person, if any, who # controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or # is controlled by or is under common controlAct, in connection with the Company against anyissuance and all loss, liability, claim, damage and expense describedsale of the Securities or in the indemnity contained in [Section 11(a)], as incurred, but onlyconnection with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (orStatement, the Disclosure Package, the Prospectus or any amendments thereto) or in any related Issuer Free Writing ProspectusProspectus; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Prospectus (or any amendmentPlacement Agent may have on account of this [Section 9] or supplement thereto) in reliance upon and in conformity with information relatingotherwise to the Agent and furnishedCompany, except to the Company in writingextent (and only to the extent) that its ability to assume the defense is actually impaired by the Agent expressly for use therein.such failure or delay.

The Agent agrees to indemnify and hold harmlessobligations of the Company and its directors and officers, and each person,of the Participating Holders hereunder to indemnify any underwriter or agent who participates in an offering (or any Person, if any, who # controls the Companycontrolling such underwriter or agent within the meaning of Section 15 of the Securities Act) shall be conditioned upon the underwriting or agency agreement with such underwriter or agent containing an agreement by such underwriter or agent to indemnify and hold harmless the Company, each of its directors and officers, each other Participating Holder, and each Person who controls the Company (within the meaning of the Securities Act or Section 20 of the Exchange ActAct) or # is controlled by or is under common control with the Companysuch Participating Holder against any and all loss, liability, claim, damage and expense described in the indemnity contained in [Section 11(a)], as incurred,Losses, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendmentsamendment thereto), or in any related Issuer Free Writing Prospectuspreliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to the Agent and furnished to the Company in writing by the Agentsuch underwriter or agent expressly for use therein.in such filings described in this sentence.

The AgentCompany agrees to indemnify and hold harmless the Company andPlacement Agent, its directors and officers,affiliates and each person, if any, who # controlsperson controlling the Company withinPlacement Agent (within the meaning of Section 15 of the Securities Act or Section 20Act), and the directors, officers, agents and employees of the Exchange ActPlacement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or # is controlled by or is under common control with the Companyperson. an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all loss, liability, claim, damagefees and expense describedexpenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party thereto, # caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the indemnity containedRegistration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in [Section 11(a)], as incurred, but only with respect tolight of the circumstances under which they were made, not misleading (other than untrue statements or omissions, or alleged untrue statements in, or omissions, made in the Registration Statement (or any amendments thereto)omissions or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity withalleged omissions from, information relating to the Agent andan Indemnified Person furnished to the Company in writing by the Agentor on behalf of such Indemnified Person expressly for use therein.in the Incorporated Documents) or # otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's

Indemnification byof the Placement Agent. The AgentCompany agrees to indemnify and hold harmless the Company andPlacement Agent, its directors and officers,affiliates and each person, if any, who # controls the Company withinperson controlling such Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20Act), and the directors, officers, agents and employees of the Exchange ActPlacement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or #person hereafter is controlled by or is under common control with the Companyreferred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all loss, liability, claim, damagefees and expense describedexpenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the indemnity contained“Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in [Section 11(a)], as incurred, but only with respect toinvestigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statements or omissions,statement or alleged untrue statements or omissions, madestatement of a material fact contained in # the Registration Statement (or any amendments thereto)Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any related Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); # any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or # any application or other document or written communication (in this [Section 9], collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the Prospectus (or any amendmentomission or supplement thereto)alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance uponupon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.such Indemnified Person’s enforcement of his or its rights under this Agreement.