Indemnification of the Agent and the Forward Purchaser. The Company agrees to indemnify and hold harmless the Agent, the Forward Purchaser, their respective officers, directors and employees, and each person, if any, who controls the Agent 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 # 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 agreement 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 by 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 consists of the seventeenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the 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 ofby the Agent and the Forward Purchaser.Agent. The CompanyAgent agrees to indemnify and hold harmless the Agent,Company and the Forward Purchaser,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 AgentCompany or the Forward PurchaserSelling Stockholder 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,Act, to the same extent as incurred,the foregoing indemnity from the Company to which the Agent, but only with reference to written information relating to the Agent or the Forward Purchaser, such officer, director, employee or controlling person may become subject, underPurchaser furnished to the Securities Act, the Exchange Act, other federal or state statutory law or regulation,Company 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 containedSelling Stockholder by the Agent specifically for inclusion 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 # any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used,documents 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,foregoing indemnity, and towill reimburse the Agent, the Forward Purchaser, each such officer, director employee and controlling person for any and all reasonable and documentedlegal or other 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 personpersons in connection with investigating, defending, settling, compromising or payingdefending against any such loss, claim, damage, liability, expenseaction, litigation, investigation or action; provided, however, that the foregoing indemnity agreement shallproceeding whatsoever (whether or not apply to any loss, claim, damage, liabilitysuch person is a party thereto), whether threatened or expense to the extent, but only to the extent, arising out of orcommenced, based upon any such untrue statement or omission, or any such alleged untrue statement or 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, anyas 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 consists of the seventeenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus. Theexpenses are incurred. This indemnity agreement set forth in this [Section 6(a)] shallwill be in addition to any liabilities thatliability which the CompanyAgent may otherwise have.

Indemnification ofby the Agent and the Forward Purchaser.Agent. The CompanyAgent agrees to indemnify and hold harmless the Agent, the Forward Purchaser, their respective officers,Company and its directors and employees,officers, and each person, if any, who # controls the Agent or the Forward PurchaserCompany 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 with the Company against any and all loss, liability, claim, damage, liability or expense,damage and expense described in the indemnity contained in [Section 11(a)], as incurred, but only with respect to which the Agent, the Forward Purchaser, such officer, director, employeeuntrue statements 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 statementomissions, or alleged untrue statement of a material fact containedstatements or omissions, made in the Registration Statement,Statement (or any amendments thereto) 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 # 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 agreement 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 by the Agent or the Forward Purchaser expressly for use in the Registration Statement, any suchrelated Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood in reliance upon and agreed thatin conformity with information relating to the only such informationAgent and furnished to the Company in writing by the Agent or the Forward Purchaser to the Company consists of the seventeenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this [Section 6(a)] shall be in addition to any liabilities that the Company may otherwise have.expressly for use therein.

Indemnification ofby the Agent and the Forward Purchaser.Selling Stockholder. The CompanySelling Stockholder agrees to indemnify and hold harmless the Company, the Agent, the Forward Purchaser, and their respective officers, directors and employees, and each person, if any, who controls the Company, the Agent 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,Act, to the same extent 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 # 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 agreement shall not apply to any loss, claim, damage, liability or expensefrom the Company to the extent,Agent and Forward Purchaser, but only with reference 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 informationSelling Stockholder Information furnished to the Company by or on behalf of the Agent orSelling Stockholder specifically for inclusion in the documents referred to in the foregoing 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 commissions) 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 Purchaser expressly for use in the Registration Statement,Hedge Prices under 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 consists of the seventeenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus. TheForwards hereunder. This indemnity agreement set forth in this [Section 6(a)] shallwill be in addition to any liabilities thatliability which the CompanySelling Stockholder may otherwise have.have and shall not limit any indemnification obligations of the Selling Stockholder under the terms of any Forward Contract.

Indemnification of the Agent and the Forward Purchaser.Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, the Forward Purchaser, their respective officers, directors and employees,its affiliates and each person, if any, who controls theperson controlling such Placement Agent or the Forward Purchaser within(within the meaning of either 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 referred to as an “Indemnified Person”) from and against any loss, claim, damage, liabilitylosses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or expense, as incurred, to which the Agent, the Forward Purchaser, such officer, director, employeedefending any actions, whether 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 ofnot any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arisesIndemnified Person is a party thereto, arising out of or is based upon # any untrue statement or alleged untrue statement of a material fact contained in # the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any amendment thereto,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 deemedfurnished by the Company in any jurisdiction in order to be a part thereof pursuant to Rule 430Bqualify the Securities under the Securities Act,securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; 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, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse the Agent, the Forward Purchaser, each such officer, director employee and controlling personIndemnified Person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of one counsel chosen by the Agent)Expenses as such expensesthey are reasonably incurred by the Agent, the Forward Purchaser, such officer, director employee or controlling person in connection with investigating, defending, settling, compromisingsuch Indemnified Person’s enforcement of his 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, 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 by 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 consists of the seventeenth paragraphits rights under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this [Section 6(a)] shall be in addition to any liabilities that the Company may otherwise have.Agreement.