Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and the Selling Stockholder, and their respective officers, directors and 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, to the same extent as the foregoing indemnity from the Company to the Agent, but only with reference to written information relating to the Agent or the Forward Purchaser furnished to the Company or the Selling Stockholder by the Agent specifically for 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 andAgent, the Selling Stockholder, andForward Purchaser, their respective officers, directors and employees, and each person, if any, who signs the Registration Statement, and each person who controls the CompanyAgent or the Selling StockholderForward 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 same extentSecurities 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 # any 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 which they were made, not misleading, and to reimburse the Agent, 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 fromagreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company to the Agent, but only with reference to written information relating toby the Agent or the Forward Purchaser expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent or the Forward Purchaser to the Company orconsists of the Selling Stockholder byseventeenth paragraph under the Agent specifically for inclusioncaption “Plan of Distribution (Conflicts of Interest)” 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. ThisProspectus. The indemnity agreement willset forth in this Section 6(a) shall be in addition to any liability whichliabilities that the AgentCompany may otherwise have.

Indemnification by the Agent.Selling Stockholder. The AgentSelling Stockholder agrees to indemnify and hold harmless the Company andCompany, the Selling Stockholder,Agent, the Forward Purchaser, and their respective officers, directors and employees, and each person, if any, who signs the Registration Statement, and each person who controls the CompanyCompany, the Agent or the Selling StockholderForward Purchaser 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 Company to the Agent,Agent and Forward Purchaser, but only with reference to written information relating to the Agent or the Forward PurchaserSelling Stockholder Information furnished to the Company by or on behalf of the Selling Stockholder by the Agent specifically for inclusion in the documents referred to in the foregoing indemnity,indemnity. The liability of the Selling Stockholder shall not be greater in amount than the dollar amount of the sum of # the net proceeds (after discounts and will reimbursecommissions) received by the Selling Stockholder from the offering of Shares by the Selling Stockholder contemplated hereby and # the aggregate of the products of the Actual Sold Forward Amounts and the Forward Hedge Prices under 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.Forwards hereunder. This indemnity agreement will be in addition to any liability which the AgentSelling Stockholder may otherwise have.have and shall not limit any indemnification obligations of the Selling Stockholder under the terms of any Forward Contract.

Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and the Selling Stockholder, and their respective officers,its directors and employees,officers, 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, to the same extent as the foregoing indemnity fromAct or # is controlled by or is under common control with the Company toagainst any and all loss, liability, claim, damage and expense described in the Agent,indemnity contained in [Section 11(a)], as incurred, but only with referencerespect to writtenuntrue 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 or the Forward Purchaserand furnished to the Company or the Selling Stockholderin writing by the Agent specificallyexpressly for 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.use therein.

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 Selling Stockholder,rights and their respectiveduties 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 employees, and eachor any 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, to the same extent as the foregoing indemnity from the Company to the Agent, but only with reference to written information relating to the Agent or the Forward Purchaser furnished to the Company or the Selling Stockholder by the Agent specifically for 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, investigationthe issuance and sale of the Securities or proceeding whatsoever (whether or not such person is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission,in connection with the Registration Statement, the Disclosure Package, the Prospectus or any such alleged untrue statementIssuer Free Writing Prospectus; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or omission as such expenses are incurred. This indemnity agreement will be in addition to any liability which the Placement Agent may have on account of this Section 9 or otherwise have.to the Company, except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.

Indemnification byBy the Agent. The Agent agreesCompany. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Companyeach Selling Holder thereunder, its directors, officers, managers, partners, stockholders, Affiliates, employees and the Selling Stockholder, and their respective officers, directors and employees,agents and each person,Person, if any, who signs the Registration Statement, and each person who controls the Company or thesuch Selling StockholderHolder within the meaning of either Section 15 of the Securities Act or Section 20 ofand the Exchange Act, and its directors, officers, managers, partners, stockholders, Affiliates, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the same extentSecurities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the foregoing indemnity fromcase of any prospectus, in light of the Companycircumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Agent, but only with reference to written information relating tostatements therein (in the Agent orcase of a prospectus, in light of the Forward Purchaser furnished to the Company or the Selling Stockholder by the Agent specifically for inclusion in the documents referred to in the foregoing indemnity,circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any documented legal expenses (but not in excess of expenses incurred in respect of one counsel for all of Selling Holder Indemnified Persons) or other expenses reasonably incurred by such personsthem in connection with investigating, defending againstor resolving any such loss, claim, damage, liability, action, litigation, investigationLoss or proceeding whatsoever (whetheractions or proceedings; provided, however, that the Company will not such person is a party thereto), whether threatened or commenced, based uponbe liable in any such case if and to the extent that any such Loss arises out of an untrue statement or omission, or any such alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such expenses are incurred. This indemnity agreement will be in addition to any liability whichSelling Holder Indemnified Person, and shall survive the Agent may otherwise have.transfer of such securities by such Selling Holder.

Indemnification by the Agent.Company Indemnification. The AgentCompany agrees to indemnify and hold harmless the CompanyAgent, its partners, members, directors, officers, employees and the Selling Stockholder, and their respective officers, directors and employees,agents and each person, if any, who signs the Registration Statement, and each person who controls the Company or the Selling StockholderAgent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extentAct as the foregoing indemnity from the Company to the Agent, but only with reference to written information relating to the Agent or the Forward Purchaser furnished to the Company or the Selling Stockholder by the Agent specifically for 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.follows: