Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. (1) The Issuers, jointly and severally, agree to indemnify and hold harmless each Agent and each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers by any Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless Agent, each Agent and each person, if any, person who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and Agent's employees, accountants, attorneys and agents (the 1934 Act as follows: (i"Agent's Indemnitees") against any and all losslosses, claims, damages, or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law for any legal or other expenses (including the costs of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, claimbut only insofar as such losses, damage claims, damages, liabilities, and expense whatsoever, as incurred, arising litigation arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Offering Documents or any amendment thereto) or supplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities laws thereof, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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 under the circumstances under which they were made, not misleading; (ii) against any and , all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate date of the Offering Documents or of such amendment as the case may be; provided however, that the indemnity agreement contained in this Section 6.1 shall not apply to amount paid in settlement of any such litigation, or if such settlements are made without the consent of the Company, nor shall it apply to Agent's Indemnitees in respect to any investigation or proceeding by any governmental agency or bodysuch losses, commenced or threatenedclaims, damages, or liabilities arising out of any claim whatsoever or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by Agent specifically for use in connection with the written consent preparation of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, Offering Documents or any such alleged untrue statement amendment or omissionsupplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities law thereof. This indemnity agreement is in addition to any other liability which the Company may otherwise have to Agent's Indemnitees. Agent's Indemnitees agree, within ten (10) days after the receipt by them of written notice of the commencement of any action against them in respect to which indemnity may be sought from the Company under this Section 6.1, to notify the Company in writing of the commencement of such action; provided however, that the failure of Agent's Indemnitees to notify the Company of any such action shall not relieve the Company from any liability which it may have to Agent's Indemnitees on account of the indemnity agreement contained in this Section 6.1, and further shall not relieve the Company from any other liability which it may have to Agent's Indemnitees, and if Agent's Indemnitees shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that any the Company shall wish, to direct) the defense thereof at its own expense, but such expense is not paid under (i) defense shall be conducted by counsel of recognized standing and reasonably satisfactory to Agent's Indemnitees, defendant or (ii) above; provideddefendants, however, that this indemnity agreement shall not apply in such litigation. The Company agrees to any loss, liability, claim, damage or expense to notify Agent's Indemnitees promptly of the extent arising out commencement of any untrue statement litigation or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to proceedings against the Issuers by any Agent expressly for use in the Registration Statement (Company or any amendment thereto)of the Company's officers or directors of which the Company may be advised in connection with the issue and sale of any of the Securities and to furnish to Agent's Indemnitees, including at their request, to provide copies of all pleadings therein and to permit the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or Company's Indemnitees to be observers therein and apprise Agent's Indemnitees of all developments therein, all at the Prospectus (or any amendment or supplement thereto)Company's expense.

Indemnification of Agent. The Issuer (1the “Indemnifying Party”) The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act BCSA, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act Agent (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”) as follows:follows:‌ (ia) against any and all lossloss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, arising out of or based, directly or indirectly: on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Issuer pursuant to this Agreement; (ii) 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;; or (iii) any misrepresentation or alleged misrepresentation contained therein;‌ (iib) against any and all lossloss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, arising out of or based, directly or indirectly, on: (i) any breach by the Issuer of any of its covenants or agreements contained in this Agreement or in the ATM Decisions including, without limiting the generality of the foregoing, any default by the Issuer of its obligation to issue and deliver to the Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; or (ii) any inaccuracy or misrepresentation in any representation or warranty of the Issuer set forth in Schedule C of the Agreement or in any certificate of the Issuer delivered pursuant to this Agreement;‌ (c) against any and all loss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or of any claim whatsoever based upon upon: (i) any such untrue statement statement, omission or omissionmisrepresentation, or any such alleged untrue statement statement, omission or omissionmisrepresentation; or (ii) any of the matters referred to in paragraph (b) above, provided that (in each case and subject to Section 6(d) below) 1.3 of this Schedule F, any such settlement is effected with the written consent of the Issuers;Issuer; and‌ (iiid) against any and all expense whatsoeverexpenses whatsoever reasonably incurred, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, threatened or any claim whatsoever based upon upon: (i) any such untrue statement statement, omission or omissionmisrepresentation, or any such alleged untrue statement statement, omission or omissionmisrepresentation; or (ii) any of the matters referred to in paragraph (b) above, in each case to the extent that any such expense is not paid under paragraphs (ia), (b) or (iic) above; above provided, however, that the indemnity in this indemnity agreement Section 1.1 of Schedule F shall not apply to any loss, liability, claim, damage or expense to the extent arising from the sale of the Placement Shares pursuant to this Agreement and arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Issuer by any the Agent expressly for use in the Registration Statement (Prospectus, or in any amendment thereto)other material or document filed under any Securities Laws or delivered by or on behalf of the Issuer pursuant to this Agreement, including or in the Rule 430B Information event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that such loss, liability, claim, damage or expense resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity. This indemnity agreement shall be in addition to any preliminary prospectus any liability that the Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)might otherwise have.

Indemnification of Agent. (1a) The IssuersFrom and at all times after the date of this Agreement, jointly the Issuer and severallyPlatform Operator shall, agree to the fullest extent permitted by law, defend, indemnify and hold harmless each Agent and each personof its directors, if anyofficers, who controls an members, partners, trustees, employees, attorneys, agents and Affiliates of Agent within (collectively, the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i“Indemnified Parties”) against any and all lossactions, liabilityclaims (whether or not valid), losses, damages, liabilities, costs, penalties, settlements, judgments and expenses of any kind or nature whatsoever (including costs and expenses and reasonable attorneys’ fees) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of, in connection with, or arising from or in any way relating to any claim, damage and expense whatsoeverdemand, as incurredsuit, action or proceeding (including any inquiry or investigation) by any person, including the Issuer and/or the Platform Operator, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person (whether it is an Indemnified Party or not) under any statute or regulation, including any federal or state securities laws, or under any common law or equitable cause or otherwise, arising out from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein or relating hereto (including tax reporting or withholding or the enforcement of any untrue statement rights or alleged untrue statement of remedies under or in connection with this Agreement), whether or not any such Indemnified Party is a material fact contained in the Registration Statement (or party to any amendment thereto) such action, proceeding, suit 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 arising out target of any untrue statement such inquiry or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus investigation (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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement without derogation of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject other indemnity afforded to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement no Indemnified Party shall not apply have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any lossaction or claim brought or asserted against it, liabilityand the reasonable fees, claimcosts and expenses of such counsel shall be paid, damage or expense upon demand, by the Issuer. (b) In the event that the Agent distributes Escrow Funds to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon Issuer pursuant to this Agreement, and in conformity with written information furnished the Investors later have a rightful claim to the Issuers by return of funds which were distributed, then the Issuer shall indemnify the Agent for any and all Escrow Funds which Agent expressly for use in returns to the Registration Statement (or Investors and any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)and all costs associated with returning those funds.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the IssuersCompany; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers Company by any Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless Agent, each Agent and each person, if any, person who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and Agent's employees, accountants, attorneys and agents (the 1934 Act as follows: (i"AGENT'S INDEMNITEES") against any and all losslosses, claims, damages, or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law for any legal or other expenses (including the costs of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, claimbut only insofar as such losses, damage claims, damages, liabilities, and expense whatsoever, as incurred, arising litigation arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Offering Documents or any amendment thereto) or supplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities laws thereof, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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 under the circumstances under which they were made, not misleading; (ii) against any and , all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate date of the Offering Documents or of such amendment as the case may be; PROVIDED HOWEVER, that the indemnity agreement contained in this Section 6.1 shall not apply to amount paid in settlement of any such litigation, or if such settlements are made without the consent of the Company, nor shall it apply to Agent's Indemnitees in respect to any investigation or proceeding by any governmental agency or bodysuch losses, commenced or threatenedclaims, damages, or liabilities arising out of any claim whatsoever or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by Agent specifically for use in connection with the written consent preparation of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, Offering Documents or any such alleged untrue statement amendment or omissionsupplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities law thereof. This indemnity agreement is in addition to any other liability which the Company may otherwise have to Agent's Indemnitees. Agent's Indemnitees agree, within ten (10) days after the receipt by them of written notice of the commencement of any action against them in respect to which indemnity may be sought from the Company under this Section 6.1, to notify the Company in writing of the commencement of such action; PROVIDED HOWEVER, that the failure of Agent's Indemnitees to notify the Company of any such action shall not relieve the Company from any liability which it may have to Agent's Indemnitees on account of the indemnity agreement contained in this Section 6.1, and further shall not relieve the Company from any other liability which it may have to Agent's Indemnitees, and if Agent's Indemnitees shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that any the Company shall wish, to direct) the defense thereof at its own expense, but such expense is not paid under (i) defense shall be conducted by counsel of recognized standing and reasonably satisfactory to Agent's Indemnitees, defendant or (ii) above; provideddefendants, however, that this indemnity agreement shall not apply in such litigation. The Company agrees to any loss, liability, claim, damage or expense to notify Agent's Indemnitees promptly of the extent arising out commencement of any untrue statement litigation or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to proceedings against the Issuers by any Agent expressly for use in the Registration Statement (Company or any amendment thereto)of the Company's officers or directors of which the Company may be advised in connection with the issue and sale of any of the Securities and to furnish to Agent's Indemnitees, including at their request, to provide copies of all pleadings therein and to permit the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or Company's Indemnitees to be observers therein and apprise Agent's Indemnitees of all developments therein, all at the Prospectus (or any amendment or supplement thereto)Company's expense.

Indemnification of Agent. The Company together with its subsidiaries or affiliated companies, as the case may be (1) The Issuerscollectively, jointly and severallythe "Indemnifying Party"), agree hereby agrees to indemnify and hold harmless each Agent the Agent, and its affiliates, and each personof their respective directors, if anyofficers, who controls partners, employees, advisors and agents (collectively, the "Indemnified Parties" and individually, an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) "Indemnified Party"), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than loss of profits in connection with the distribution of the Offered Shares), fees, claims, actions (including shareholder actions, derivative actions or otherwise), suits, proceedings, damages, obligations or liabilities, whether joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims that may be made or threatened against any Indemnified Party) (collectively, "Claims") and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened Claims to which an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as incurredsuch Claims arise directly or indirectly, arising out of by reason of: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Company pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Company of any of its covenants or agreements contained in this Agreement including, without limiting the generality of the foregoing, any default by the Company of its obligation to issue and all loss, liability, claim, damage and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; (c) any inaccuracy or misrepresentation in any representation or warranty of the aggregate amount paid Company set forth in settlement Schedule B of this Agreement or in any litigation, certificate of the Company delivered pursuant to this Agreement; (d) the failure by the Company to comply with any applicable requirement of the Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale or distribution of the Issuers; (iii) against any and all expense whatsoeverOffered Shares, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Company by any the Agent expressly for use in the Registration Statement (Prospectus or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Indemnified Party has been grossly negligent or has committed wilful misconduct or any amendment thereto)fraudulent act in the course of the performance of its services under this Agreement and that the Claims as to which indemnification is claimed were directly and solely caused by the gross negligence, including wilful misconduct or fraud of the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or Indemnified Party claiming indemnity (provided that, for greater certainty, an Indemnified Party's failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a "due diligence defence" under Securities Laws) shall not constitute gross negligence for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Company might otherwise have.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each Agent the Agent, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”) and each the person, if any, who controls an the Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) 7 below) any such settlement is effected with the written consent of the Issuers;Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers Company by any the Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Agent. (1) The IssuersCompany and the Bank, jointly and severally, agree to will indemnify and hold harmless each Agent and the Agent, each person, if any, who controls an the Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) Act, and their respective partners, directors, officers, employees and agents and each affiliate of the Agent within the meaning of Rule 405 against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint or several, to which the Agent may become subject, under the 1933 Act or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Registration Statement (Statement, the General Disclosure Package, the Prospectus, or any amendment or supplement thereto) , or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against , and will reimburse the Agent for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to legal or other expenses reasonably incurred by the extent of the aggregate amount paid Agent in settlement of any litigation, connection with investigating or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon defending any such untrue statement action or omissionclaim as such expenses are incurred; provided, or however, that the Company and the Bank shall not be liable in any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in any Issuer Free Writing Prospectus, any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuers Company by any the Agent expressly for use therein. The Company, the Bank and the Agent hereby acknowledge and agree that the only information that the Agent have furnished to the Company consists solely of the information described as such in subsection (b) below. Notwithstanding the Registration Statement foregoing, the indemnification provided for by the Bank in this paragraph shall be limited with respect to the Bank to the extent necessary if (a) a Governmental Entity having jurisdiction over the Bank by written communication addressed to the Bank or any amendment thereto)its board of directors, including in connection with any examination of the Rule 430B Information Bank, informs the Bank or any preliminary prospectus any Issuer Free Writing Prospectus its board of directors that such Governmental Entity has determined that such indemnification violates Sections 23A or 23B of the Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to the Bank or the Prospectus Company, (b) a Governmental Entity notifies the Bank that this indemnification would result in an adverse impact on the Bank’s examination ratings, (c) such indemnification would give rise to civil money penalties or other sanctions or (d) the Bank determines, upon the written advice of counsel, that payment of any amendment indemnification hereunder by the Bank would violate any law, rule, regulation or supplement thereto)policy applicable to the Bank or the Company. The Company and the Bank agree to notify the Agent immediately upon receipt of such written advisement or notice. The Agent agree to cooperate with the Company in implementing any modification required by the foregoing.

Indemnification of Agent. The Corporation (1the "Indemnifying Party") The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act Act, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act as follows: Agent (i) collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than losses of profit in connection with the distribution of the Offered Shares), claims, actions, suits, proceedings, damages or liabilities, joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, as incurredsuit, arising out proceeding, investigation or claim that may be made or threatened against any Indemnified Party in enforcing this indemnity (collectively, the "Claims"), whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise, directly or indirectly, by reason of: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Corporation pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Corporation of any of its covenants or agreements contained in this Agreement or in the terms and all loss, liability, claim, damage conditions of the ATM Decision including any default by the Corporation of its obligation to issue and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures, and any failure by the Corporation to comply with the limitation that the aggregate market value of Placement Shares designated in any Placement Notice must not exceed 10% of the aggregate amount paid market value of the outstanding Securities calculated in settlement accordance with Section 9.2 of NI 44-102, (c) any litigation, inaccuracy or misrepresentation in any representation or warranty of the Corporation set forth in Schedule C of the Agreement or in any certificate of the Corporation delivered pursuant to this Agreement; (d) the failure by the Corporation to comply with any applicable requirement of the Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale of distribution of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveOffered Shares; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Corporation by any the Agent expressly for use in the Registration Statement Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Claim resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity (or any amendment thereto)provided that for greater certainty, including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or an Indemnified Party's failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a "due diligence defence" under Securities Laws) shall not constitute "fraud", "willful misconduct" or "gross negligence" for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Corporation might otherwise have.

Indemnification of Agent. (1) The Issuersi. From and at all times after the date of this Agreement, jointly the Issuer and severallyPlatform Operator shall, agree to the fullest extent permitted by law, defend, indemnify and hold harmless each Agent and each personof its directors, if anyofficers, who controls an members, partners, trustees, employees, attorneys, agents and Affiliates of Agent within (collectively, the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i“Agent Indemnified Parties”) against any and all lossactions, liabilityclaims (whether or not valid), losses, damages, liabilities, costs, penalties, settlements, judgments and expenses of any kind or nature whatsoever (including costs and expenses and reasonable attorneys’ fees) incurred by or asserted against any of the Agent Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of, in connection with, or arising from or in any way relating to any claim, damage and expense whatsoeverdemand, as incurredsuit, action or proceeding (including any inquiry or investigation) by any person, including the Issuer, Bequia, and/or the Platform Operator, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person (whether it is an Agent Indemnified Party or not) under any statute or regulation, including any federal or state securities laws, or under any common law or equitable cause or otherwise, arising out from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein or relating hereto (including tax reporting or withholding or the enforcement of any untrue statement rights or alleged untrue statement of remedies under or in connection with this Agreement), whether or not any such Agent Indemnified Party is a material fact contained in the Registration Statement (or party to any amendment thereto) such action, proceeding, suit 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 arising out target of any untrue statement such inquiry or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus investigation (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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement without derogation of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject other indemnity afforded to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement no Agent Indemnified Party shall not apply have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Agent Indemnified Party. Each Agent Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any lossaction or claim brought or asserted against it, liabilityand the reasonable fees, claimcosts and expenses of such counsel shall be paid, damage or expense upon demand, by the Issuer. ii. In the event that the Agent distributes Escrow Funds to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon Issuer pursuant to this Agreement, and in conformity with written information furnished the Investors later have a rightful claim to the Issuers by return of funds which were distributed, then the Issuer shall indemnify the Agent for any and all Escrow Funds, which Agent expressly for use in returns to the Registration Statement (or Investors and any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)and all costs associated with returning those funds.

Indemnification of Agent. 12.1 The Corporation hereby covenants and agrees to protect and indemnify the Agent, its directors, officers, partners and employees and any other registrants retained by the Agent as subagents pursuant to Section 2.2 hereof and their respective directors, officers, partners and employees (1collectively the "Indemnified Persons"), from and against all actual or threatened claims, actions, suits, investigations and proceedings (collectively the "Proceedings") The Issuersand all losses, jointly and severallyclaims, agree damages, liabilities, costs or expenses (except loss of profits) (collectively "Liabilities") caused or incurred by reason of or resulting directly or indirectly from:‌ (a) any Misrepresentation or alleged Misrepresentation contained in the Preliminary Prospectus or in the Prospectus, or in any supplemental, additional or ancillary material, information, evidence, return, report, application, statement, table or document that may be filed by or on behalf of the Corporation under the Securities Legislation, or in any written or oral representation made by the Corporation to indemnify and hold harmless each a Subscriber, except any Misrepresentation which is based upon information relating solely to the Agent and each personfurnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and the Prospectus; (b) any order, if any, who controls an Agent within inquiry or investigation related to the meaning of Section 15 offering of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, Offered Units arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any written or oral representation made by the Corporation to a Subscriber, and brought by the Securities Commissions, the Exchange or any amendment theretoother securities commission, stock exchange or similar regulatory authority, except such orders, inquiries and investigations relating solely to the Indemnified Persons or any one of them; (c) any breach of the representations, warranties and covenants of the Corporation contained herein; (d) any prohibition or restriction of trading in the Offered Units, Common Shares issuable on exercise of the Warrants or the omission Common Shares received upon exercise of the Agent's Option, or alleged omission therefrom any prohibition affecting the distribution of the Offered Units or the Common Shares received upon exercise of the Agent's Option which may be ordered by any one or more competent authorities if such prohibition or restriction of trading is based on any Misrepresentation in the Preliminary Prospectus or Prospectus, or in any written or oral representations made by the Corporation to a material fact required Subscriber, except any Misrepresentation which is based upon information relating solely to be stated therein the Agent and furnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and the Prospectus; (e) any Subscriber effectively rescinding its subscription for the Offered Units pursuant to a right of rescission under which a Subscriber may rescind a contract on the grounds that the Prospectus contains a Misrepresentation, or necessary in the event a determination is made by any competent authority setting aside the sale of the Offered Units, except any Misrepresentation which is based upon information relating solely to make the statements therein not misleading Agent and furnished to the Corporation by the Agent expressly for inclusion in the Prospectus or arising any determination that arises out of any untrue statement act or alleged untrue statement omission of a material fact contained in the General Disclosure PackageAgent; and (f) the Prospectus failing to comply with the requirements of the Securities Legislation so as to permit the lawful sale of Offered Units or by reason of the Corporation having failed to take or cause to be taken such steps or proceedings as were necessary to permit the lawful sale of Offered Units as contemplated by the Prospectus and this Agreement. 12.2 If any matter or thing contemplated by this Section 12 shall be asserted against any Indemnified Persons, the Agent shall notify the Corporation as soon as possible of the nature of such claim and the Corporation shall be entitled (but not required) to assume the defence of any Issuer Free Writing Prospectus suit or proceeding brought to enforce such claim; provided however, that the defence shall be through legal counsel acceptable to the Indemnified Person, acting reasonably, and that no settlement may be made by the Corporation or the Prospectus (or any amendment or supplement thereto), or Indemnified Person without 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Issuersother. If the Corporation assumes the defence of any such suit, each of the Indemnified Persons shall continue to have the right to employ their own legal counsel, who shall be acceptable to the Corporation, in any proceeding relating to the claim contemplated by this Section 12 and the reasonable fees and expenses of such legal counsel shall be recoverable by the Indemnified Persons from the Corporation to the extent that the same shall be covered by the indemnity in this Section 12 if: (a) the Indemnified Persons have been advised by such legal counsel that there may be legal defences available to them which are different from or additional to defences available to the Corporation (in which case the Corporation shall not have the right to assume the defence of such proceedings on their behalf); (iiib) the Corporation shall not have undertaken the defence of such proceedings and employed legal counsel within fifteen (15) days after notice of commencement of such proceedings; or (c) the employment of such legal counsel has been authorized by the Corporation in connection with the defence of such proceeding. 12.3 In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Agreement is due in accordance with its terms but is (in whole or in part), for any reason, held by a court to be unavailable from the Corporation on policy grounds or otherwise, each of the Corporation and the Indemnified Persons shall contribute to the aggregate Liabilities (or Proceedings in respect thereof) to which they may be subject or which they may suffer or incur:‌ (a) in such proportion as is appropriate to reflect the relative benefit received by the Corporation on the one hand and by the Indemnified Persons on the other hand from the Offering; or‌ (b) if the allocation provided by subsection (a) above is not permitted by Applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in subsection (a) above, but also to reflect the relative fault of the Indemnified Persons, on the one hand, and the parties from whom indemnity is sought, on the other hand, in connection with the statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Corporation, on the one hand, and the Indemnified Persons, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the Offering received by the Corporation (net of fees but before deducting expenses) bear to the fees received by the Agent. In the case of liability arising out of the Prospectus, the relative fault of the Corporation, on the one hand, and of the Indemnified Persons, on the other hand, shall be determined by reference, among other things, to whether the statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 9 which resulted in such Liabilities relates to information supplied or which ought to have been supplied by, or steps or actions taken or done on behalf of or which ought to have been taken or done on behalf of, the Corporation or the Indemnified Persons, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 12.1. The amount paid or payable to an Indemnified Person as a result of any Proceedings or Liabilities shall, without limitation, include any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending such Proceedings or Liabilities, whether or not resulting in any formal action, suit, proceeding or claim. The Corporation and Agent agree that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraphs of this Section 12.3. Any liability of the Indemnified Persons under this Section 12.3 shall be limited to the amount of the fees payable to the Agent pursuant to Section 2.5 hereof. 12.4 The rights to indemnify and right of contribution provided in the foregoing Sections shall be in addition to and not in derogation of any other right to contribution which the Indemnified Persons may have by any statute or otherwise at law or in equity. The Corporation waives all rights of contribution that it may have against any Indemnified Persons relating to any Liability or Proceeding in respect of which the Corporation has agreed to indemnify the Indemnified Persons hereunder.‌ 12.5 It is the intention of the Corporation to constitute the Agent as trustee for the Indemnified Persons for the purposes of Section 12.1 to 12.4, inclusive, and all expense whatsoeverthe Agent shall be entitled, as incurred (including trustee to enforce such covenants on behalf of any other Indemnified Persons. 12.6 If any Proceeding is brought in connection with the transactions contemplated by this Agreement and the Agent is required to testify in connection therewith or is required to respond to procedures designed to discover information relating thereto, it will have the right to employ its own legal counsel in connection therewith, and the fees and disbursements of such legal counsel chosen in connection therewith and any other reasonable costs and out-of-pocket expenses incurred by them in connection therewith as well as its reasonable fees at the normal per diem rate for the Agent's directors, officers, employees and Agent involved in preparation for and attendance at such Proceedings or in so responding will be paid by the Representative)Corporation as they are incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon provided that the Corporation shall not be liable to pay any such untrue statement fees, costs or omission, or any such alleged untrue statement or omission, expenses if the Proceedings is brought solely in relation to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission activities or alleged untrue statement activities of the Agent or omission made in reliance upon its subagents retained pursuant to Section 2.2 hereof. 12.7 The obligations under the indemnity and in conformity with written information furnished to right of contribution provided for herein shall apply whether or not the Issuers transactions contemplated by any Agent expressly for use in this Agreement are completed and shall survive the Registration Statement (or any amendment thereto), including completion of the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or transactions contemplated under this Agreement and the Prospectus (or any amendment or supplement thereto)termination of this Agreement.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless Agent, each Agent and each person, if any, person who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of Act, and Agent's employees, accountants, attorneys and agents (the 1934 Act as follows: (i"AGENT'S INDEMNITEES") against any and all losslosses, claims, damages, or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law for any legal or other expenses (including the costs of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, claimbut only insofar as such losses, damage claims, damages, liabilities, and expense whatsoever, as incurred, arising litigation arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Offering Documents or any amendment thereto) or supplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities laws thereof, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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 under the circumstances under which they were made, not misleading; (ii) against any and , all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount date of the Offering Documents or of such amendment as the case may be; PROVIDED HOWEVER, that the indemnity agreement contained in this Section 6.1 shall not apply to any amounts paid in settlement of any such litigation, or if such settlements are made without the consent of the Company, nor shall it apply to Agent's Indemnitees in respect to any investigation or proceeding by any governmental agency or bodysuch losses, commenced or threatenedclaims, damages, or liabilities arising out of any claim whatsoever or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by Agent specifically for use in connection with the written consent preparation of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, Offering Documents or any such alleged untrue statement amendment or omissionsupplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities law thereof. This indemnity agreement is in addition to any other liability which the Company may otherwise have to Agent's Indemnitees. Agent's Indemnitees agree, within ten (10) days after the receipt by them of written notice of the commencement of any action against them in respect to which indemnity may be sought from the Company under this Section 6. 1, to notify the Company in writing of the commencement of such action; PROVIDED HOWEVER, that the failure of Agent's Indemnitees to notify the Company of any such action shall not relieve the Company from any liability which it may have to Agent's Indemnitees on account of the indemnity agreement contained in this Section 6. 1, and further shall not relieve the Company from any other liability which it may have to Agent's Indemnitees, and if Agent's Indemnitees shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that any the Company shall wish, to direct) the defense thereof at its own expense, but such expense is not paid under (i) defense shall be conducted by counsel of recognized standing and reasonably satisfactory to Agent's Indemnitees, defendant or (ii) above; provideddefendants, however, that this indemnity agreement shall not apply in such litigation. The Company agrees to any loss, liability, claim, damage or expense to notify Agent's Indemnitees promptly of the extent arising out commencement of any untrue statement litigation or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to proceedings against the Issuers by any Agent expressly for use in the Registration Statement (Company or any amendment thereto)of the Company's officers or directors of which the Company may be advised in connection with the issue and sale of any of the Securities and to furnish to Agent's Indemnitees, including at their request, copies of all pleadings therein and to permit the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or Company's Indemnitees to be observers therein and apprise Agent's Indemnitees of all developments therein, all at the Prospectus (or any amendment or supplement thereto)Company's expense.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree to Xxxxxxx Kodak shall indemnify and hold harmless each Agent Agent, whether acting as agent or principal hereunder, and each person, if any, who controls an any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) from and against any and all loss, liability, claim, damage or liability, joint or several, and expense whatsoeverany action in respect thereof, to which such Agent or controlling person may become subject, under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch loss, arising claim, damage, liability or action arises out of 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) the Prospectus, or arises out of, or is based upon, the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse each Agent and controlling person for any legal and other expenses (including fees and disbursements of counsel) reasonably incurred by such Agent or arising controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, including any amounts paid in settlement of any litigation, investigation or proceeding; provided, however, that Xxxxxxx Kodak shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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, made in the light of Registration Statement or the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made Prospectus in reliance upon and in conformity with written information furnished to Xxxxxxx Kodak by the Issuers by Agents specifically for inclusion therein; provided further, that as to any preliminary form of Prospectus, filed with the SEC pursuant to Rule 424(b) (a "Preliminary Prospectus"), this indemnity agreement shall not inure to the benefit of any Agent expressly for use on account of any loss, claim, damage, liability or action arising from the sale of Notes to any person by that Agent if that Agent failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the Registration Statement (Prospectus, unless such failure resulted from non-compliance by Eastman Kodak with Section 3(b). The foregoing indemnity agreement is in addition to any liability which Xxxxxxx Kodak may otherwise have to any Agent or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)controlling person.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each the Agent and each person, if any, who controls an the Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained included in the General Disclosure Package, any Issuer Free Writing Preliminary Prospectus (and not corrected in the Prospectus) 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) 7.4 below) any such settlement is effected with the written consent of the Issuers;Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers Company by any the Agent expressly for use in the Registration Statement (or any amendment thereto), including ) or the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Agent. The Corporation (1the “Indemnifying Party”) The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act Act, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act as follows: Agent (i) collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than losses of profit in connection with the distribution of the Offered Shares), claims, actions, suits, proceedings, damages or liabilities, joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, as incurredsuit, arising out proceeding, investigation or claim that may be made or threatened against any Indemnified Party in enforcing this indemnity (collectively, the “Claims”), whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise, directly or indirectly, by reason of: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Corporation pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Corporation of any of its covenants or agreements contained in this Agreement including any default by the Corporation of its obligation to issue and all loss, liability, claim, damage and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; (c) any inaccuracy or misrepresentation in any representation or warranty of the aggregate amount paid Corporation set forth in settlement Schedule C of the Agreement or in any litigation, certificate of the Corporation delivered pursuant to this Agreement; (d) the failure by the Corporation to comply with any applicable requirement of Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale of distribution of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveOffered Shares; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Corporation by any the Agent expressly for use in the Registration Statement Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Claim resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity (or any amendment thereto)provided that for greater certainty, including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or an Indemnified Party’s failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a “due diligence defence” under Securities Laws) shall not constitute “fraud”, “willful misconduct” or “gross negligence” for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Corporation might otherwise have.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls an any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) from and against any and all loss, liability, claim, damage or liability, joint or several, and expense whatsoeverany action in respect thereof, to which such Agent or controlling person may become subject, under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch loss, arising claim, damage, liability or action arises out of 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) the Prospectus, or arises out of, or is based upon, the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse each Agent and controlling person for any legal and other expenses reasonably incurred by such Agent or arising controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, expense or action arises out of of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom made in the Form T-1 or made in the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished to the Company by or on behalf of a material fact necessary in order to make the statements an Agent specifically for inclusion therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any a claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers by any Agent expressly for use in the Registration Statement (Prospectus if such untrue statement or any amendment thereto), including the Rule 430B Information alleged untrue statement or any preliminary prospectus any Issuer Free Writing Prospectus omission or the Prospectus (or any alleged omission is corrected in an amendment or supplement thereto)to the Prospectus and if, having previously been furnished to such Agent by or on behalf of the Company with copies of the Prospectus, as so amended or supplemented, such Agent thereafter failed to deliver such Prospectus, as so amended or supplemented, at or prior to confirmation of the sale of a Note or Notes to the person asserting such loss, liability, claim, damage or expense who purchased such Note or Notes which are the subject thereof from such Agent or (iii) a claim for which such Agent may be required to indemnify the Company pursuant to the provisions of subsection (b) of this Section 7. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Agent or controlling person.

Indemnification of Agent. The Corporation (1the "Indemnifying Party") The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act Act, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act as follows: Agent (i) collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than losses of profit in connection with the distribution of the Offered Shares), claims, actions, suits, proceedings, damages or liabilities, joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, as incurredsuit, arising out proceeding, investigation or claim that may be made or threatened against any Indemnified Party in enforcing this indemnity (collectively, the "Claims"), whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise, directly or indirectly, by reason of:‌ (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Corporation pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Corporation of any of its covenants or agreements contained in this Agreement including any default by the Corporation of its obligation to issue and all loss, liability, claim, damage and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; (c) any inaccuracy or misrepresentation in any representation or warranty of the aggregate amount paid Corporation set forth in settlement Schedule C of the Agreement or in any litigation, certificate of the Corporation delivered pursuant to this Agreement; (d) the failure by the Corporation to comply with any applicable requirement of the Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale of distribution of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveOffered Shares; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Corporation by any the Agent expressly for use in the Registration Statement Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Claim resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity (or any amendment thereto)provided that for greater certainty, including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or an Indemnified Party's failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a "due diligence defence" under Securities Laws) shall not, in and of itself, constitute "fraud", "willful misconduct" or "gross negligence" for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Corporation might otherwise have.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Corporation agrees to indemnify and hold harmless each Agent and each person, if any, who controls an such Agent within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claim, damage damages and expense whatsoever, as incurred, arising out of liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statement, any amendment thereto) preliminary prospectus or the Prospectus as amended or supplemented, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except insofar as such losses, claims, damages or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding liabilities are caused by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance the Form T-1 relating to either Indenture or based upon and in conformity with written information furnished in writing to the Issuers Corporation by any an Agent expressly for use therein; provided that the foregoing indemnity agreement shall not inure to the benefit of any Agent from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Agent, if (i) the loss, claim, damage or liability asserted by such purchaser was caused by a defect in the Registration Statement Prospectus delivered to such purchaser after the Marketing Period relating to the Notes in relation to which such indemnity is claimed and such defect would not have existed before the expiry of such period, or (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or ii) a copy of the Prospectus (as then amended or supplemented if the Corporation shall have furnished any amendment amendments or supplement supplements thereto)) was not sent or given by or on behalf of such Agent to such person at or prior to the written confirmation of the sale of the Notes to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

Indemnification of Agent. (1) The Issuersi. From and at all times after the date of this Agreement, jointly the Issuer and severallyPlatform Operator shall, agree to the fullest extent permitted by law, defend, indemnify and hold harmless each Agent and each personof its directors, if anyofficers, who controls an members, partners, trustees, employees, attorneys, agents and Affiliates of Agent within (collectively, the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i“Agent Indemnified Parties”) against any and all lossactions, liabilityclaims (whether or not valid), losses, damages, liabilities, costs, penalties, settlements, judgments and expenses of any kind or nature whatsoever (including costs and expenses and reasonable attorneys’ fees) incurred by or asserted against any of the Agent Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of, in connection with, or arising from or in any way relating to any claim, damage and expense whatsoeverdemand, as incurredsuit, action or proceeding (including any inquiry or investigation) by any person, including the Issuer and/or the Platform Operator, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person (whether it is an Agent Indemnified Party or not) under any statute or regulation, including any federal or state securities laws, or under any common law or equitable cause or otherwise, arising out from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein or relating hereto (including tax reporting or withholding or the enforcement of any untrue statement rights or alleged untrue statement of remedies under or in connection with this Agreement), whether or not any such Agent Indemnified Party is a material fact contained in the Registration Statement (or party to any amendment thereto) such action, proceeding, suit 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 arising out target of any untrue statement such inquiry or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus investigation (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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement without derogation of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject other indemnity afforded to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement no Agent Indemnified Party shall not apply have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Agent Indemnified Party. Each Agent Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any lossaction or claim brought or asserted against it, liabilityand the reasonable fees, claimcosts and expenses of such counsel shall be paid, damage or expense upon demand, by the Issuer. ii. In the event that the Agent distributes Escrow Funds to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon Issuer pursuant to this Agreement, and in conformity with written information furnished the Investors later have a rightful claim to the Issuers by return of funds which were distributed, then the Issuer shall indemnify the Agent for any and all Escrow Funds, which Agent expressly for use in returns to the Registration Statement (or Investors and any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)and all costs associated with returning those funds.

Indemnification of Agent. (1) The Issuers, Company and the Bank agree to jointly and severally, agree to severally indemnify and hold harmless each Agent and harmless: (x) the Agent; (y) each person, if any, who controls an Agent (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act) the Agent (each such person, a "controlling person"); and (z) the respective partners, directors, officers, employees and agents of the Agent or any such controlling person as follows: (i) against any and all loss, liability, claim, damage damages and expense whatsoever, as incurred, relating to or arising out of, or based upon, in whole or in part, (A) any action taken by the Agent where acting as agent of the Company and the Bank or as otherwise described in Section 2 hereof, (B) any untrue statement or alleged untrue statement of a material fact contained included in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure PackageProspectus, any Issuer Free Writing Prospectus 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; (C) any untrue statement or alleged untrue statement of material fact contained in any information or documents executed in favor of or furnished or made available to the Agent by the Company and the Bank; (D) any omission or alleged omission to state in any information or documents executed in favor of or furnished or made available to the Agent by the Company and the Bank a material fact necessary to make the statements therein not misleading; or (E) the breach or alleged breach of any representation, warranty and agreement of the Company and the Bank contained herein; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or breach or alleged breach of any such representation, warranty or agreement; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Issuers;Company and the Bank; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or breach or alleged breach of any such representation, warranty or agreement, to the extent that any such expense is not paid under (i1) or (ii2) above; providedPROVIDED, howeverHOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished the Agent's Information. Notwithstanding the foregoing, the indemnification provided for in this paragraph (a) shall not apply to the Issuers Bank to the extent that such indemnification by the Bank is found in a final, non-appealable judgment by a court of competent jurisdiction to constitute a violation of any Agent expressly for use in financial institution law or regulation applicable to national banks and the Registration Statement (or any amendment thereto)Bank, including if such indemnification is so found to constitute a covered transaction under 23A of the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)Federal Reserve Act.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each Agent the Agent, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”) and each the person, if any, who controls an the Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto), 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers;Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers Company by any the Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus ) or the Prospectus (or any amendment or supplement thereto).

Indemnification of Agent. The Issuer (1the “Indemnifying Party”) The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act BCSA, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act Agent (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”) as follows:follows:‌ (ia) against any and all lossloss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, arising out of or based, directly or indirectly: on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Issuer pursuant to this Agreement; (ii) 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;; or (iii) any misrepresentation or alleged misrepresentation contained therein;‌ (iib) against any and all lossloss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, arising out of or based, directly or indirectly, on: (i) any breach by the Issuer of any of its covenants or agreements contained in this Agreement or in the French Translation Exemption including, without limiting the generality of the foregoing, any default by the Issuer of its obligation to issue and deliver to the Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; or (ii) any inaccuracy or misrepresentation in any representation or warranty of the Issuer set forth in Schedule C of the Agreement or in any certificate of the Issuer delivered pursuant to this Agreement;‌ (c) against any and all loss (other than loss of profit of an Indemnified Party or similar economic loss of an Indemnified Party), liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or of any claim whatsoever based upon upon: (i) any such untrue statement statement, omission or omissionmisrepresentation, or any such alleged untrue statement statement, omission or omissionmisrepresentation; or (ii) any of the matters referred to in paragraph (b) above, provided that (in each case and subject to Section 6(d) below) 1.3 of this Schedule F, any such settlement is effected with the written consent of the Issuers;Issuer; and‌ (iiid) against any and all expense whatsoeverexpenses whatsoever reasonably incurred, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, threatened or any claim whatsoever based upon upon: (i) any such untrue statement statement, omission or omissionmisrepresentation, or any such alleged untrue statement statement, omission or omissionmisrepresentation; or (ii) any of the matters referred to in paragraph (b) above, in each case to the extent that any such expense is not paid under paragraphs (ia), (b) or (iic) above; above provided, however, that the indemnity in this indemnity agreement Section 1.1 of Schedule F shall not apply to any loss, liability, claim, damage or expense to the extent arising from the sale of the Placement Shares pursuant to this Agreement and arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Issuer by any the Agent expressly for use in the Registration Statement (Prospectus, or in any amendment thereto)other material or document filed under any Securities Laws or delivered by or on behalf of the Issuer pursuant to this Agreement, including or in the Rule 430B Information event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that such loss, liability, claim, damage or expense resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity. This indemnity agreement shall be in addition to any preliminary prospectus any liability that the Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)might otherwise have.

Indemnification of Agent. The Corporation (1the "Indemnifying Party") The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act Act, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act as follows: Agent (i) collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than losses of profit in connection with the distribution of the Offered Shares), claims, actions, suits, proceedings, damages or liabilities, joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, as incurredsuit, arising out proceeding, investigation or claim that may be made or threatened against any Indemnified Party in enforcing this indemnity (collectively, the "Claims"), whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise, directly or indirectly, by reason of: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Corporation pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Corporation of any of its covenants or agreements contained in this Agreement or in the terms and all lossconditions of the ATM Decision including, liabilitywithout limiting the generality of the foregoing, claim, damage any default by the Corporation of its obligation to issue and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures, and any failure by the Corporation to comply with the limitation that the aggregate market value of Placement Shares designated in any Placement Notice must not exceed 10% of the aggregate amount paid market value of the outstanding Securities calculated in settlement accordance with Section 9.2 of NI 44-102, (c) any litigation, inaccuracy or misrepresentation in any representation or warranty of the Corporation set forth in Schedule C of the Agreement or in any certificate of the Corporation delivered pursuant to this Agreement; (d) the failure by the Corporation to comply with any applicable requirement of the Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale of distribution of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveOffered Shares; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Corporation by any the Agent expressly for use in the Registration Statement Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Claim resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity (or any amendment thereto)provided that for greater certainty, including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or an Indemnified Party's failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a "due diligence defence" under Securities Laws) shall not constitute gross negligence for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Corporation might otherwise have.

Indemnification of Agent. The Corporation (1the "Indemnifying Party") The Issuers, jointly and severally, agree agrees to indemnify and hold harmless each the Agent, the directors, officers, partners, employees and agents of the Agent and each personPerson, if any, who (i) controls an the Agent within the meaning of Section 15 of the 1933 Act Act, or Section 20 of (ii) is controlled by or is under common control with the 1934 Act as follows: Agent (i) collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), from and against any and all losscosts, liabilitycharges, claimexpenses, damage losses (other than losses of profit in connection with the distribution of the Offered Shares), claims, actions, suits, proceedings, damages or liabilities, joint or several (including, if settled in accordance with the terms hereof, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) and expense whatsoeverthe reasonable fees and disbursements and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, as incurredsuit, arising out proceeding, investigation or claim that may be made or threatened against any Indemnified Party in enforcing this indemnity (collectively, the "Claims"), whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise, directly or indirectly, by reason of: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any amendment thereto) other material or document filed under any Securities Laws or delivered by or on behalf of the omission or alleged omission therefrom of a material fact required Corporation pursuant to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), this Agreement 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, or any misrepresentation or alleged misrepresentation contained therein; (iib) against any breach by the Corporation of any of its covenants or agreements contained in this Agreement including any default by the Corporation of its obligation to issue and all loss, liability, claim, damage and expense whatsoever, as incurred, deliver to the extent Agent any Placement Shares on the applicable Settlement Date in accordance with the Settlement Procedures; (c) any inaccuracy or misrepresentation in any representation or warranty of the aggregate amount paid Corporation set forth in settlement Schedule C of the Agreement or in any litigation, certificate of the Corporation delivered pursuant to this Agreement; (d) the failure by the Corporation to comply with any applicable requirement of the Securities Laws in connection with the transactions contemplated by this Agreement; or (e) any order or any inquiry, investigation or proceeding instituted, threatened or announced by any governmental agency or bodyGovernmental Body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement statement, omission or omissionmisrepresentation contained in the Prospectus, preventing or any such alleged untrue statement restricting the trading in or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent sale of distribution of the Issuers; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveOffered Shares; provided, however, that the indemnity in this indemnity agreement Section 1.1 shall not apply to any loss, liability, claim, damage or expense to the extent Claims arising out of or based, directly or indirectly, on any untrue statement or statement, omission or misrepresentation, or any alleged untrue statement statement, omission or omission misrepresentation, made in reliance upon and in conformity with written information furnished relating to the Issuers Agent and furnished in writing to the Corporation by any the Agent expressly for use in the Registration Statement Prospectus, or in any other material or document filed under any Securities Laws or delivered by or on behalf of the Agent pursuant to this Agreement, or in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the Claim resulted from the fraud, willful misconduct or gross negligence of the Indemnified Party claiming indemnity (or any amendment thereto)provided that for greater certainty, including the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or an Indemnified Party's failure to conduct such reasonable investigation so as to provide reasonable grounds for a belief that the Prospectus contained no misrepresentation (or, colloquially, to permit the Indemnified Party to sustain a "due diligence defence" under Securities Laws) shall not constitute "fraud", "willful misconduct" or "gross negligence" for purposes of this Section 1.1 or otherwise disentitle an Indemnified Party from claiming indemnification). This indemnity agreement shall be in addition to any amendment or supplement thereto)liability that the Corporation might otherwise have.

Indemnification of Agent. 9.1 The Corporation hereby covenants and agrees to protect and indemnify the Agent, its directors, officers, partners and employees and any other registrants retained by the Agent as sub-agents pursuant to Section 2.2 hereof and their respective directors, officers, partners and employees (1collectively the "Indemnified Persons"), from and against all actual or threatened claims, actions, suits, investigations and proceedings (collectively the "Proceedings") The Issuersand all losses, jointly and severallyclaims, agree to indemnify and hold harmless each Agent and each persondamages, if anyliabilities, who controls an Agent within the meaning costs or expenses (except loss of Section 15 profits) (collectively "Liabilities") caused or incurred by reason of the 1933 Act or Section 20 of the 1934 Act as followsresulting directly or indirectly from: (ia) against any Misrepresentation or alleged Misrepresentation contained in the Preliminary Prospectus or in the Prospectus, or in any supplemental, additional or ancillary material, information, evidence, return, report, application, statement, table or document that may be filed by or on behalf of the Corporation under the Securities Legislation, or in any written or oral representation made by the Corporation to a Subscriber, except any Misrepresentation which is based upon information relating solely to the Agent and all lossfurnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and the Prospectus; (b) any order, liability, claim, damage and expense whatsoever, as incurred, inquiry or investigation related to the offering of the Offered Shares arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Prospectus, or in any written or oral representation made by the Corporation to a Subscriber, and brought by the Commissions, the Exchange or any amendment theretoother securities commission, stock exchange or similar regulatory authority, except such orders, inquiries and investigations relating solely to the Indemnified Persons or any one of them; (c) any breach of the representations, warranties and covenants of the Corporation contained herein; (d) any prohibition or restriction of trading in the Offered Shares or the omission Common Shares received upon exercise of the Agent's Option, or alleged omission therefrom any prohibition affecting the distribution of the Offered Shares or the Common Shares received upon exercise of the Agent's Option which may be ordered by any one or more competent authorities if such prohibition or restriction of trading is based on any Misrepresentation in the Preliminary Prospectus or Prospectus, or in any written or oral representations made by the Corporation to a material fact required Subscriber, except any Misrepresentation which is based upon information relating solely to be stated therein the Agent and furnished to the Corporation by the Agent expressly for inclusion in the Preliminary Prospectus and the Prospectus; (e) any Subscriber effectively rescinding its subscription for the Offered Shares pursuant to a right of rescission under which a Subscriber may rescind a contract on the grounds that the Prospectus contains a Misrepresentation, or necessary in the event a determination is made by any competent authority setting aside the sale of the Offered Shares, except any Misrepresentation which is based upon information relating solely to make the statements therein not misleading Agent and furnished to the Corporation by the Agent expressly for inclusion in the Prospectus or arising any determination that arises out of any untrue statement act or alleged untrue statement omission of a material fact contained in the General Disclosure PackageAgent; and (f) the Prospectus failing to comply with the requirements of the Securities Legislation so as to permit the lawful sale of Offered Shares or by reason of the Corporation having failed to take or cause to be taken such steps or proceedings as were necessary to permit the lawful sale of Offered Shares as contemplated by the Prospectus and this Agreement. 9.2 If any matter or thing contemplated by this Section 9 shall be asserted against any Indemnified Persons, the Agent shall notify the Corporation as soon as possible of the nature of such claim and the Corporation shall be entitled (but not required) to assume the defence of any Issuer Free Writing Prospectus suit or proceeding brought to enforce such claim; provided however, that the defence shall be through legal counsel acceptable to the Indemnified Person and that no settlement may be made by the Corporation or the Prospectus (or any amendment or supplement thereto), or Indemnified Person without 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Issuersother, acting reasonably. If the Corporation assumes the defence of any such suit, each of the Indemnified Persons shall continue to have the right to employ their own counsel, who shall be acceptable to the Corporation, acting reasonably, in any proceeding relating to the claim contemplated by this Section 9 and the fees and expenses of a reasonable number of such counsel shall be recoverable by the Indemnified Persons from the Corporation to the extent that the same shall be covered by the indemnity in this Section 9 if: (a) the Indemnified Persons have been advised by such counsel that there may be legal defences available to them which are different from or additional to defences available to the Corporation (in which case the Corporation shall not have the right to assume the defence of such proceedings on their behalf); (iiib) the Corporation shall not have undertaken the defence of such proceedings and employed counsel within 15 days after notice of commencement of such proceedings; or (c) the employment of such counsel has been authorized by the Corporation in connection with the defence of such proceeding. 9.3 In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Agreement is due in accordance with its terms but is (in whole or in part), for any reason, held by a court to be unavailable from the Corporation on policy grounds or otherwise, each of the Corporation and the Indemnified Persons shall contribute to the aggregate Liabilities (or Proceedings in respect thereof) to which they may be subject or which they may suffer or incur: (a) in such proportion as is appropriate to reflect the relative benefit received by the Corporation on the one hand and by the Indemnified Persons on the other hand from the offering contemplated herein; or (b) if the allocation provided by subsection (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in subsection (a) above, but also to reflect the relative fault of the Indemnified Persons, on the one hand, and the parties from whom indemnity is sought, on the other hand, in connection with the statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Corporation, on the one hand, and the Indemnified Persons, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the offering contemplated herein received by the Corporation (net of fees but before deducting expenses) bear to the fees received by the Agent. In the case of liability arising out of the Prospectus, the relative fault of the Corporation, on the one hand, and of the Indemnified Persons, on the other hand, shall be determined by reference, among other things, to whether the statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 9.1 which resulted in such Liabilities relates to information supplied or which ought to have been supplied by, or steps or actions taken or done on behalf of or which ought to have been taken or done on behalf of, the Corporation or the Indemnified Persons, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission, Misrepresentation or alleged Misrepresentation, order, inquiry, investigation or other matter or thing referred to in Section 9.1. The amount paid or payable to an Indemnified Person as a result of any Proceedings or Liabilities shall, without limitation, include any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending such Proceedings or Liabilities, whether or not resulting in any formal action, suit, proceeding or claim. The Corporation agrees that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraphs. Any liability of the Indemnified Persons under this Section 9.3 shall be limited to the amount of the fees payable to the Agent pursuant to Section 2.5 hereof. 9.4 The rights to indemnify and right of contribution provided in the foregoing sections shall be in addition to and not in derogation of any other right to contribution which the Indemnified Persons may have by any statute or otherwise at law or in equity. The Corporation waives all rights of contribution that it may have against any Indemnified Persons relating to any Liability or Proceeding in respect of which the Corporation has agreed to indemnify the Indemnified Persons hereunder. 9.5 It is the intention of the Corporation to constitute the Agent as trustee for the Indemnified Persons for the purposes of Section 9.1 to 9.4, inclusive, and all expense whatsoeverthe Agent shall be entitled, as incurred (including trustee to enforce such covenants on behalf of any other Indemnified Persons. 9.6 If any Proceeding is brought in connection with the transactions contemplated by this Agreement and the Agent is required to testify in connection therewith or is required to respond to procedures designed to discover information relating thereto, it will have the right to employ its own counsel in connection therewith, and the reasonable fees and disbursements of such counsel chosen in connection therewith and any other reasonable costs and out-of-pocket expenses incurred by them in connection therewith as well as its reasonable fees at the normal per diem rate for the Agent's directors, officers, partners, employees and agents involved in preparation for and attendance at such Proceedings or in so responding will be paid by the Representative)Corporation as they are incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon provided that the Corporation shall not be liable to pay any such untrue statement fees, costs or omission, or any such alleged untrue statement or omission, expenses if the Proceedings is brought solely in relation to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission activities or alleged untrue statement activities of the Agent or omission made in reliance upon its sub- agents retained pursuant to Section 2.2 hereof. 9.7 The obligations under the indemnity and in conformity with written information furnished to right of contribution provided for herein shall apply whether or not the Issuers transactions contemplated by any Agent expressly for use in this Agreement are completed and shall survive the Registration Statement (or any amendment thereto), including completion of the Rule 430B Information or any preliminary prospectus any Issuer Free Writing Prospectus or transactions contemplated under this Agreement and the Prospectus (or any amendment or supplement thereto)termination of this Agreement.

Indemnification of Agent. (1) The Issuers, jointly and severally, agree Company agrees to indemnify and hold harmless each Agent the Agent, its partners, officers and directors, its affiliates, as such term is defined in Rule 405 under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls an the Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, if any, 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 arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, the Prospectus or any Issuer roadshow that does not constitute an Issuer-Represented Free Writing Prospectus 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d8(d) below) any such settlement is effected with the written consent of the Issuers;Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers by any Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information Information, if any, or any preliminary prospectus prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Agent Information.