Common use of Indemnity and Contribution by the Company and the Underwriters Clause in Contracts

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter 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, 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” 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 including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 6 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, from and against any loss, expense, liability, damage or claim (or action in respect thereof) (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim (or action in respect thereof) arises out of or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein, claim(ii) any failure on the part of the Company to comply with any applicable law, damage and expense whatsoeverrule or regulation relating to the offering of securities being made pursuant to the Prospectus, as incurred(iii) any application or other document, arising out or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "Application") or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company), a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), any Application or any audio or visual materials prepared, approved or used by the Company in connection with the marketing of the Shares, including the Rule 430B Informationwithout limitation, slides, videos, films and tape recordings, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in either such Registration Statement or Prospectus or such other materials 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , and will promptly reimburse any Underwriter for all reasonable expenses (iiincluding reasonable counsel fees and expenses) against as they are incurred in connection with the investigation of, preparation for or defense arising from any and all threatened or pending claim, except insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim (or action in respect thereof) arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 of a material fact contained in and made in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by any Underwriter expressly for use in the such Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)such Prospectus. (b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses, provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent. (c) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s 's directors, each of the Company’s 's officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (or action in respect thereof) (including the reasonable cost of investigation) which, damage and expense described in jointly or severally, the indemnity contained in subsection (a) of this SectionCompany or any such person may incur under the Securities Act, as incurredthe Exchange Act or otherwise, but only with insofar as such loss, expense, liability, damage or claim (or action in respect to thereof) arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, statement of a material fact contained in and made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished in writing by such Underwriter through the Representative to the Company by such Underwriter expressly for use therein. in the Registration Statement (cor in the Registration Statement as amended by any post-effective amendment thereof by the Company), a Prospectus or any Application, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated either in such Registration Statement, Prospectus or Application or necessary to make such information, in the light of the circumstances under which made, not misleading, and will promptly reimburse the Company for all reasonable expenses (including reasonable counsel fees and expenses) Each indemnified party shall give notice as promptly as reasonably practicable they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim. The statements set forth in the table under paragraph one, and in paragraphs three, eight, nine, ten, eleven, twelve, thirteen, fourteen and fifteen under the caption "Underwriting" in the Preliminary Prospectus and the Prospectus (to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(j) and this Section 9. If any action commenced is brought against it the Company, or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) or (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims (or actions in respect thereof) referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (or actions in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective ' obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective affiliates, directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such indemnified party may incur arising under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company or the Operating Partnership contained herein, (B) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (C) any application or other document, or any amendment or supplement thereto, executed by the Company or the Operating Partnership or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Securities under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (D) an omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of any untrue statement misleading, (E) an omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiF) against an untrue statement or alleged untrue statement of a material fact contained in any audio or visual materials used in connection with the marketing of the Securities, including, without limitation, slides, videos, films and all tape recordings; except, in each case of (B), (D) and (E) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such an untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected omission or alleged omission of a material fact contained in and in conformity with the written consent of statements set forth in the Company; first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first paragraph under the heading “Underwriting–Stabilization” and the information under the heading “Underwriting–Electronic Distribution” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (iii) against any and all expense whatsoever, as incurred (including to the fees and disbursements of counsel chosen by extent such statements relate to the Underwriters), reasonably incurred . The indemnity agreement set forth in investigating, preparing this Section 10(a) shall be in addition to any liability which the Company or defending the Operating Partnership may otherwise have. If any action is brought against any litigation, an Underwriter or any investigation controlling person in respect of which indemnity may be sought against the Company 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, the Operating Partnership pursuant to the extent that any such expense is not paid under subsection (i) or (iia) above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company, (in which case neither the Company shall have the right to direct the defense of such action on behalf of the indemnified party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified person)) or representation by both parties by the same counsel would be inappropriate due to a conflict or potential differing interests between such parties, in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, and the Operating Partnership from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company, the Operating Partnership or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to an untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) an omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) an omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by such Underwriter or the Operating Partnership expressly for use therein. . The statements set forth in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first paragraph under the heading “Underwriting–Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company or the Operating Partnership for purposes of this Agreement. If any action commenced is brought against it the Company, the Operating Partnership, the Manager or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company, the Operating Partnership, the Manager or such person shall promptly notify the Representatives in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company, the Operating Partnership, the Manager or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company, the Operating Partnership, the Manager or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (dc) If the indemnification provided for in this Section 6 10 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 10 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on Company, the one hand Operating Partnership and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, Notes or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on Company, the one hand Operating Partnership and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company or the Operating Partnership bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on Company, the one hand Operating Partnership and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company Company, the Operating Partnership or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 610, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it underwriting discounts and distributed commissions applicable to the public were offered to the public exceeds the amount of any damages which Notes purchased by such Underwriter has otherwise been required pursuant to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionthis Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 10 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company), the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), including the Rule 430B Information, or the (E) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, Prospectus or any Application 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , or (iiF) against any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings; except insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such settlement is effected with Underwriter shall promptly notify the written consent Company in writing of the Company; (iii) against any institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time, or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, damage and expense described in jointly or severally, the indemnity contained in subsection (a) of this SectionCompany or any such person may incur under the Securities Act, as incurredthe Exchange Act or otherwise, but only with respect to insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in and in conformity with information furnished in writing by such Underwriter through the Representative to the Company expressly for use in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company), the Prospectus, or any preliminary prospectusApplication, or (B) any Issuer Free Writing omission or alleged omission to state a material fact in connection with such information required to be stated either in such Registration Statement, the Prospectus or any Application or necessary to make such information, in the light of the circumstances under which made, not misleading. The statements set forth in the third, twelfth through eighteenth, and twenty-third paragraphs under the caption “Underwriting” in the Prospectus (or any amendment or supplement theretoto the extent such statements relate to the Underwriters) in reliance upon and in conformity with written constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company by for purposes of Section 3(k) and this Section 9. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of may otherwise have. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time, or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (E) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of misleading, (F) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiG) against any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings; except, in the case of (C), (E) and (F) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. (b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such settlement is effected with Underwriter shall promptly notify the written consent Company in writing of the Company; (iii) against any institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (bc) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) any omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter expressly for use therein. . The date on which the Underwriters expect to deliver the shares on the front cover, the information in the table listing the Underwriters and the number of shares of Common Stock each has agreed to purchase and the statements set forth in the paragraphs identified by “Discretionary Accounts” and “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(m), Section 3(n) and this Section 9. If any action commenced is brought against it the Company, or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company, or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Representative will not relieve the Representative of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. The Company, or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company, or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by such Underwriter and paid as incurred (it being understood, however, that the indemnified party. In no event Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand Company, and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand Company, and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand Company, and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on Company, and of the one hand and the Underwriters on the other hand Underwriters, shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses9(d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the other provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of The Underwriters’ obligations to contribute pursuant to this Section 6, 9 are several in proportion to their respective underwriting commitments and not joint. (f) The Company agrees to indemnify and hold harmless each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, its affiliates and each person, if any, who controls the Company each Underwriter and its affiliates within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act shall have Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the same rights consent of the Company for distribution to contribution participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as a result of the Company. The Underwriters’ respective obligations failure of any participant to contribute pursuant pay for and accept delivery of Directed Shares that the participant has agreed to this Section 6 are several purchase; or (iii) related to, arising out of, or in proportion to connection with the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not jointDirected Share Program.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) that, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (i) against any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectus, the Prospectus and all lossany amendment or supplement thereto and any prospectus wrapper material), liability, claim, damage and expense whatsoever, as incurred, arising out of (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Issuer Free Writing Prospectus or any amendment thereto), including the Rule 430B InformationProspectus, or the (iii) any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make in the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusRegistration Statement, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 of a material fact contained in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectusStatement, any Issuer Free Writing Prospectus or the Prospectus Prospectus. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any amendment of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or supplement theretocontrolling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) that, damage and expense described in jointly or severally, the indemnity contained in subsection (a) of this SectionCompany or any such person may incur under the Securities Act, as incurredthe Exchange Act or otherwise, but only with respect to insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in and in conformity with information furnished in writing by such Underwriter through the Representatives to the Company expressly for use in the Registration Statement (Statement, any Issuer Free Writing Prospectus or any amendment thereto)the Prospectus, or (ii) any preliminary prospectusomission or alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) necessary to make such information, in reliance upon and the light of the circumstances under which made, not misleading; provided, however, that the statements identified in conformity with written Schedule IV attached hereto constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company by for purposes of this Section 9. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of may otherwise have. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Representatives will not relieve the Underwriters of any obligation hereunder, except to the extent that their ability to defend is actually impaired by such failure or delay. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them that are different from or additional to those available to the Underwriters (in which case the Representatives shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by the indemnified party. In no event Underwriters and paid as incurred (it being understood, however, that the Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). (c) The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the same general allegations plaintiff, the indemnifying party agrees to indemnify (to the extent provided in this Section 9) the indemnified party against any loss, expense, liability, damage or circumstancesclaim by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or effect any settlement, compromise or consent to the entry of judgment in any judgment with respect to any litigationpending or threatened action, or any investigation suit or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification any indemnified party is or contribution could be have been a party and indemnity was or could have been sought under this Section 6 (whether or not the hereunder by such indemnified parties are actual or potential parties thereto)party, unless such settlement, compromise or consent (i) includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such litigationaction, investigation, suit or proceeding or claim and (ii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above above, but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which that resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and by the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering sale of the Shares pursuant to this Agreement (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount clause (i) and, if applicable clause (ii), of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionsubsection (d) above. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint. For purposes of this Section 69, each officer and director of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Section 15 of the 1933 Securities Act or and Section 20 of the 1934 Exchange Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or and Section 20 of the 1934 Exchange Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "Application"), (E) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of misleading, (F) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiG) against any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings; except, in the case of (C), (E) and (F) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. (b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such settlement is effected with Underwriter shall promptly notify the written consent Company in writing of the Company; (iii) against any institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (bc) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s 's directors, each of the Company’s 's officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) any omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by such Underwriter expressly for use therein. . The statements set forth in the paragraph identified by "Stabilization" under the caption "Underwriting" in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of Section 3(d), Section 3(f) and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective ' obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the respective directors, officers, employees and agents of each Underwriter, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (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 theretoor part thereof), including the Rule 430B Information, Preliminary Prospectus or the Prospectus, (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading misleading, (iii) any omission or arising alleged omission from any such Preliminary Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (iv) any untrue statement or alleged untrue statement of any material fact contained in the Roadshow Material; except in each case of (i), (ii), (iii) and (iv) above insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with the information set forth in the last sentence of the first paragraph of Section 10(b). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent. (b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus Registration Statement (or any amendment or supplement theretopart thereof), the Preliminary Prospectus or Prospectus, (ii) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements therein not misleading, or (iii) any omission or alleged omission from any such Preliminary Prospectus or Prospectus 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, but in each case only insofar as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 omission was made in such Registration Statement, Preliminary Prospectus or omission made Prospectus in reliance upon and in conformity with written information furnished in writing by or on behalf of the Underwriters through the Representative to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. . The following statements under the caption “Underwriting” beginning on page S-64 of the Preliminary Prospectus: (cA) Each indemnified party shall give notice as promptly as reasonably practicable the first sentence of the sixth paragraph on page S-64; and (B) the first paragraph and the first, second, fifth and sixth sentences of the second paragraph under the caption “Stabilization” on page S-65 of the Preliminary Prospectus (and the corresponding sections of the Prospectus, to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(u), Section 3(v) and this Section 10. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action, and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Representative will not relieve the Representative or any Underwriter of any obligation hereunder, except to the extent that the Representative’s ability to defend is actually impaired by such failure or delay. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by such Underwriter and paid as incurred (it being understood, however, that the indemnified party. In no event Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 10 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 10 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, Securities or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover page of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable, claimssubsection (c)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 610, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it underwriting discounts and distributed commissions applicable to the public were offered to the public exceeds the amount of any damages which Securities purchased by such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 10 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the respective directors, officers, employees, members and agents of each Underwriter, and the successors and assigns of all of the foregoing persons, from and against, and to reimburse any and all expenses incurred in connection with, any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or other person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein; (ii) any failure on the part of the Company to comply with any applicable law, claim, damage and expense whatsoever, as incurred, arising out rule or regulation relating to the offering of securities being made pursuant to the Prospectus; (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required to retain, the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company) or the Disclosure Package; (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”); (v) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; (iivi) against any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus, Disclosure Package, Testing-the-Waters Communication or Marketing Material, or any Application, of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings, the Testing-the-Waters Communications and the Marketing Materials; and (viii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by the foregoing clauses; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. If any action, suit or proceeding (a “Proceeding”) is brought against an Underwriter or other person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such settlement is effected with indemnified party shall promptly notify the written consent Company in writing of the Company; (iii) against institution of such Proceeding and the Company shall assume the defense of such Proceeding including the employment of counsel reasonably satisfactory to the indemnified party and payment of any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably expenses related to such Proceeding or 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 connection with 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) aboveindemnified party’s successful enforcement of this Section 9(a); provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or omission the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or alleged untrue statement such indemnified party or omission made in reliance upon and in conformity with written information furnished parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such Proceeding effected without its consent, and the Company shall not, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any amendment thereto)pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, including any preliminary prospectusunless such settlement, any Issuer Free Writing Prospectus compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the Prospectus (subject matter of such Proceeding and does not include an admission of fault or any amendment culpability or supplement thereto)a failure to act by or on behalf of such indemnified party. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (ai) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment thereto)Statement, or any preliminary prospectusthe Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, any Testing-the-Waters Communication or any Marketing Material that the Company has filed or was required to file with the Commission or is otherwise required to retain, or any Application or (ii) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, Prospectus, Issuer Free Writing Prospectus, Disclosure Package, Testing-the-Waters Communication or Marketing Material, or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or the Prospectus (or any amendment or supplement thereto) Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter expressly for use therein. . The statements set forth in the paragraphs [●] under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party constitute the only information furnished by or on behalf of any action commenced Underwriter through the Representative to the Company for purposes of Section 3(l) and Section 3(m) and this Section 9. If any Proceeding is brought against it the Company, or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company, or such person shall promptly notify the Representative in writing of the institution of such Proceeding and in any event the Representative, on behalf of the Underwriters, shall not relieve it from any liability which it may have otherwise than on account assume the defense of this indemnity agreement. In such Proceeding, including the case employment of parties indemnified pursuant to Section 6(a) above, counsel reasonably satisfactory to the indemnified parties party and payment of any and all expenses related to such Proceeding or incurred in connection with such indemnified party’s successful enforcement of this Section 9(b). Such indemnified party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be selected at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the Underwriters, and, Representative in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such action; providedfees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such Proceeding effected without its written consent, and the same general allegations or circumstances. No indemnifying party shallUnderwriters shall not, without the prior written consent of the indemnified partiesparty, settle or effect any settlement, compromise or consent to the entry of judgment in any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification any indemnified party is or contribution could be have been a party and indemnity was or could have been sought under this Section 6 (whether or not the hereunder by such indemnified parties are actual or potential parties thereto)party, unless such settlement, compromise or consent (i) includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any such indemnified party. (dc) If the indemnification provided for in this Section 6 is 9 is, for any reason reason, unavailable to or insufficient to hold harmless an indemnified party under Sections 9(a) and (b) in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, expenses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. The provisions set forth in ‎Sections 9(a) and 9(b) with respect to notice of commencement of any Proceeding shall apply if a claim for contribution is to be made under this ‎Section 9(c); provided, however, that no additional notice shall be required with respect to any action for which notice has been duly given under Sections 9(a) or 9(b) for purposes of indemnification. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses9(c)(i) and, liabilitiesif applicable, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omission9(c)(ii) above. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several several, and not joint, in proportion to the principal amount of Shares their respective underwriting commitments as set forth opposite their respective names in on Schedule A hereto and not jointI hereto.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify shall indemnify, defend and hold harmless each Underwriter, its affiliatesdirectors, as such term is defined in Rule 501(b) under the 1933 Act (eachofficers, an “Affiliate”)employees, its selling affiliates and agents and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Underwriters or any such controlling person may incur insofar as follows: such loss, expense, liability, damage or claim arises out of or, is based upon (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 in the Registration Statement as amended by any post-effective amendment thereof by the Company) or the Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus, the Prospectus and any Prospectus supplements, in each case as amended or supplemented by the Company), (ii) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or “blue sky” laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), including the Rule 430B Information, or the (iii) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, Prospectus or Application or necessary to make the statements made therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” 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; ; except, in the case of each of clauses (i), (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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; providedloss, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim, damage or expense to the extent arising claim arises out of or is based upon (x) any such untrue statement or omission or alleged untrue statement or omission made of a material fact contained in reliance upon and in conformity with written information furnished in writing by or on behalf of the Underwriters to the Company by any Underwriter expressly for use in the such Registration Statement or such Prospectus or (y) sales to any person asserting any such loss, expense, liability, damage or any amendment thereto)claim incurred from purchasing the Shares, including any preliminary prospectus, any Issuer Free Writing Prospectus if a copy of the Pricing Disclosure Package or the Prospectus (in each case, as then amended or supplemented if the Company shall have timely furnished any amendment amendments or supplement supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Pricing Disclosure Package or the Prospectus (in each case, as so amended or supplemented), as applicable, would have cured the defect giving rise to such loss, expense, liability, damage or claim, unless such failure is the result of noncompliance by the Company under this Agreement. (b) Each Underwriter of the Underwriters shall, severally agrees to indemnify and not jointly, indemnify, defend and hold harmless the Company, the Company’s Company each of its directors, each of the Company’s its officers who signed the Registration Statement, Statement and each person, if any, who controls the Company Company, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, the Company, or any such person may incur but only insofar as such loss, expense, liability, damage and expense described in the indemnity or claim arises out of or is based upon (i) any untrue statement of a material fact contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus thereof by the Company) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished in writing by or on behalf of such Underwriter to the Company expressly for inclusion in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or the Prospectus, as specified in the last sentence of this Section 5(b), or (ii) any omission to state a material fact regarding such Underwriter expressly required to be stated in such Registration Statement or the Prospectus or necessary to make such statement not misleading. The obligation of each of the Underwriters to indemnify the Company (including any director, officer or control person thereof) shall only relate to any untrue statement or omission which applies to the respective Underwriter. The Company and the Underwriters acknowledge that the information set forth (x) in the first sentence of the last paragraph on the cover page of the Prospectus concerning the Underwriters, relating to the delivery of the Shares, and (y) in the eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus, with respect to passive market and stabilization activities by the Underwriters, constitute the only information furnished by or on behalf of the Underwriters to the Company for use thereinpurposes of this Section 5. (c) Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to each be made against the indemnifying party of any action commenced under such subsection, notify in writing each party against it in respect of which indemnity may whom indemnification is to be sought hereunder, of the claim or the commencement thereof (but the failure so to so notify an indemnifying party shall not (i) relieve such the indemnifying party from any liability hereunder which it may have under this Section 5, to the extent that it is did not otherwise learn of such action and such failure does not materially prejudiced prejudice the indemnifying party as a result thereof thereof, and (ii) in any event shall not relieve it from any liability which it that such indemnifying party may have otherwise than on account of this the indemnity agreementagreement hereunder). In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties indemnified pursuant to Section 6(a) aboveexcept as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Companyparty. An The indemnifying party may participate at its own expense in the defense of any such actionaction at its own expense, and to the extent it may elect, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, the indemnifying party may assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. In no event Notwithstanding the foregoing, the indemnified party or parties shall have the indemnifying parties be liable for right to employ its or their own counsel in any such case, but the fees and expenses of more than such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed reasonably satisfactory counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified party or parties shall have reasonably concluded based on the advice of the advice of counsel that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of one counsel selected by all of the indemnified parties to represent them all (in addition to one local counsel selected by all of the indemnified parties to represent them all in each applicable jurisdiction) shall be borne by the indemnifying parties. In the case of any local counsel) separate from their own counsel for all indemnified parties the Company and its officers, directors and control persons, such counsel shall be designated in connection with writing by the Company. In the case of any one action or separate but similar or related actions counsel for the Underwriters and their respective officers, directors and control persons, such counsel shall be designated jointly in writing by the same jurisdiction arising out of the same general allegations or circumstancesRepresentatives. No indemnifying party shall, without the prior written consent of the indemnified parties, settle effect any settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be have been sought under this Section 6 5 (whether or not the indemnified parties are actual or potential parties thereto), unless (x) such settlement, compromise or consent (iI) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (iiII) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any the indemnified party, and (y) the indemnifying party reaffirms its indemnification obligations pursuant to this Agreement. (d) If the indemnification provided for in this Section 6 5 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) or (b) of this Section 5 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with respect to the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the respect to such offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total proceeds (net proceeds from the offering of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company from the Shares sold under this Agreement, on the one hand, and the total underwriting discount discounts and commissions received by the UnderwritersUnderwriters with respect to the Shares purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Shares under this Agreement, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, (i) whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and Underwriters, (ii) the intent of the parties’ , and (iii) their relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 5(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses5(d)(i) and, liabilitiesif applicable, claimsSection 5(d)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 65, no Underwriter (i) none of the Underwriters shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No Underwriters and, (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxAct) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this in Section 6 are 5(d) shall be several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting obligations and not joint. The indemnity and contribution contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) any investigation made by or on behalf of the Underwriters or the Company or the Subsidiaries and such party’s officers or directors or any person controlling such parties.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective affiliates, directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such indemnified party may incur arising under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable Law relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required to retain, any other Free Writing Prospectus that was approved by the Company, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (E) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of misleading, (F) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , any other Free Writing Prospectus that was approved by the Company, the Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiG) against any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings; except, in the case of (B), (C), (D), (E) and (F) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 of a material fact contained in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by any Underwriter expressly for use in the such Registration Statement (or any amendment thereto)Statement, including any preliminary prospectus, any Issuer Free Writing Prospectus or Application (that information being limited to that described in the Prospectus (or last sentence of the first paragraph of Section 9(c) hereof). The indemnity agreement set forth in this Section 9(a) shall be in addition to any amendment or supplement thereto)liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action commenced is brought against it an Underwriter or controlling person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to against the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified Company pursuant to Section 6(asubsection (a) above, counsel to such Underwriter shall promptly notify the indemnified parties shall be selected by the Underwriters, andCompany, in writing of the case institution of parties indemnified pursuant to Section 6(b) abovesuch action, counsel to and the indemnified parties Company shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also be counsel to party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified party. In no event person)) or representation by both parties by the same counsel would be inappropriate due to a conflict or potential differing interests between such parties, in any of which events such fees and expenses shall be borne by the indemnifying parties Company and paid as incurred (it being understood, however, that the Company shall not be liable for fees and the expenses of more than one counsel (separate firm of attorneys for the Underwriters or controlling persons in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than one local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding and subject to the proviso in this sentence, the Company shall not be liable for any settlement of any such claim or action effected without its consent; provided, however, that if at any time an indemnified party shall have requested an indemnifying party to reimburse such indemnified party for fees and expenses of counsel as contemplated by this Section 9, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the same general allegations aforesaid request, (ii) such indemnifying party shall have received notice of the terms such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have (x) reimbursed the indemnified party in accordance with such request, (y) disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement, or circumstances(z) disputed in good faith the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or threatened proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is or could have been a party and indemnification or contribution could be have been sought under this Section 6 (whether or not the hereunder by such indemnified parties are actual or potential parties thereto)party, unless such settlement, compromise or consent settlement (ix) includes an unconditional release of each such indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (c) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus, or any Application, (B) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, any Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use therein. The statements set forth in the third paragraph under the caption “Underwriting” and the first and second paragraphs under the heading identified by “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of this Agreement. If any action is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and the Representative, on behalf of the Underwriters, shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that the Underwriters shall not be liable for the expenses of more than one separate firm of attorneys in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such claim or action effected without the written consent of the Representative. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable lawLaw, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionsubsection (d)(i) above. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint. (f) The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified person at law or in equity.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 the Securities Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the 1933 Securities Act, the Exchange Act or Section 20 otherwise, insofar as such loss, expense, liability, damage or claim arises out of the 1934 Act as follows: or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein, claim(ii) any failure on the part of the Company to comply with any applicable law, damage and expense whatsoeverrule or regulation relating to the offering of securities being made pursuant to the Prospectus, as incurred, arising out of (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430B Information, or the (iv) any omission or alleged omission therefrom of to state a material fact required to be stated therein in either such Registration Statement or Prospectus 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against , except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omissionalleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement or such Prospectus, provided, however, that the indemnity agreement contained in this subsection (a) with respect to the Preliminary Prospectus or the Prospectus shall not inure to the benefit of an Underwriter (or to the benefit of any person controlling such Underwriter) with respect to any person asserting any such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or any supplement thereto prepared with the consent of the Representatives and furnished to the Underwriters prior to the Closing Time corrected any such alleged untrue statement or omission; provided that any omission and if such settlement is effected with Underwriter failed to send or give a copy of the Prospectus or supplement thereto to such person at or prior to the written consent confirmation of the Company;sale of Shares to such person, unless such failure resulted from noncompliance by the Company with Section 4(b) above). (iiib) If any action is brought against any and all expense whatsoeveran Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such Underwriter shall promptly notify the Company, as incurred (applicable, in writing of the institution of such action, and the Company, as applicable, shall assume the defense of such action, including the fees and disbursements employment of counsel chosen by the Underwriters)of its choosing and payment of expenses, 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 any failure or delay to so notify the Company, as applicable, will not relieve the Company, as applicable, of any obligation hereunder, except to the extent that its ability to defend is actually impaired or otherwise prejudiced by such failure or delay, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company will not be liable to such indemnified party under this indemnity agreement Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as applicable, in connection with the defense of such action, or the Company, as applicable, shall not apply have employed counsel to have charge of the defense of such action within a reasonable time after notice of such action by such indemnified party or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there exists an actual and material conflict of interest between the interests of the Company and such indemnified party in connection with such action (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, as applicable, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its prior written consent. (c) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors and officers, and any person who controls the Company within the meaning of the Securities Act, from and against any loss, expense, liability, claim, damage or expense to claim (including the extent arising reasonable cost of investigation) which, jointly or severally, the Company, or any such person may incur under the Securities Act, the Exchange Act or otherwise, but only insofar as such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made of a material fact contained in reliance upon and in conformity with written information furnished in writing by such Underwriter through the Representatives to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (as amended by any post-effective amendment thereof by the Company) or any amendment thereto)in a Prospectus, or arises out of or is based upon any preliminary prospectus, any Issuer Free Writing omission or alleged omission to state a material fact in connection with such information required to be stated either in such Registration Statement or Prospectus or necessary to make such information, in the light of the circumstances under which made, not misleading. The statements set forth (i) in the last paragraph on the cover page and (ii) under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company by such Underwriter expressly for use thereinpurposes of Section 3(j) and this Section 9. (cd) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and in any event the Representatives, on behalf of the Underwriters, shall not relieve it from any liability which it may have otherwise than on account assume the defense of this indemnity agreement. In such action, including the case employment of parties indemnified pursuant to Section 6(a) abovecounsel of its choosing (who shall not, except with the reasonable consent of the Company, be counsel to the indemnified parties shall be selected by Representatives or the Underwriters, and, in the case ) and payment of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such actionexpenses; provided, however, that any failure or delay to so notify the Representatives, as applicable, will not relieve the Representatives or the Underwriters, as applicable, of any obligation hereunder, except to the extent that their ability to defend is actually impaired or otherwise prejudiced by such failure or delay, and after notice from such Underwriter to such indemnified party of its election so to assume the defense thereof, such Underwriter will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time after notice of such action by such indemnified party or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there exists an actual and material conflict of interest between the interests of the Company and such indemnified party in connection with such action (in which case the Representatives shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by such Underwriter and paid as incurred (it being understood, however, that the indemnified party. In no event Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (de) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b), (c) and (d) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as proportion as, the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company and Company, as applicable, bear to the total underwriting discount discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined amount paid or payable by pro rata allocation (even if the Underwriters were treated a party as one entity for such purpose) or by any other method of allocation which does not take account a result of the equitable considerations referred to above in this Section 6. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and liabilities referred to above in the first sentence of this Section 6 subsection (e) shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in investigating, preparing connection with investigating 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 or alleged untrue statement or omission or alleged omission. action which is the subject of this subsection (e). (f) Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the respective directors, officers, employees and agents of each Underwriter, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (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 theretoor part thereof), including the Rule 430B Information, Preliminary Prospectus or the Prospectus, (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading, (iii) any omission or alleged omission from any such Preliminary Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading or arising (iv) any untrue statement or alleged untrue statement of any material fact contained in the Roadshow Material; except in each case of (i), (ii), (iii) and (iv) above insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with the information set forth in the last sentence of the first paragraph of Section 10(b). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent. (b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus Registration Statement (or any amendment or supplement theretopart thereof), the Preliminary Prospectus or Prospectus, (ii) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements therein not misleading, or (iii) any omission or alleged omission from any such Preliminary Prospectus or Prospectus 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, but in each case only insofar as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 omission was made in such Registration Statement, Preliminary Prospectus or omission made Prospectus in reliance upon and in conformity with written information furnished in writing by or on behalf of the Underwriters through the Representative to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. . The following statements under the caption “Underwriting” beginning on page [109] of the Registration Statement: (cA) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party the names of the Underwriters, (B) the first sentence of the [third] paragraph on page [109], (C) the [fifth and sixth] paragraph on page [110], and (D) the third sentence of the [seventh] paragraph on page [110] constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(r), Section 3(s) and this Section 10. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action, and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Representative will not relieve the Representative or any Underwriter of any obligation hereunder, except to the extent that the Representative’s ability to defend is actually impaired by such failure or delay. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by such Underwriter and paid as incurred (it being understood, however, that the indemnified party. In no event Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 10 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 10 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover page of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable, claimssubsection (c)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 610, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 10 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or otherwise retain, or the Final Prospectus (the term Final Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus and the Statutory Prospectus as amended or supplemented by the Company), (B) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading misleading, or arising out of (C) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any such Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Final Prospectus or Issuer Free Writing Prospectus. The indemnity agreement set forth in this Section 9(a) shall be in addition to any such settlement is effected with liability which the written consent of the Company;Company may otherwise have. (iiib) If any action is brought against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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, an Underwriter or any such alleged untrue statement officer, director or omission, controlling person in respect of which indemnity may be sought against the Company pursuant to the extent that any such expense is not paid under subsection (i) or (iia) above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such officer, director or alleged untrue statement controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or omission made in reliance upon and in conformity with written information furnished the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that counsel selected by the Company has a conflict of interest or there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (bc) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s their respective directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Final Prospectus, or any amendment Application, (B) any omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus or Final Prospectus of a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus or Final Prospectus in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter expressly for use therein. The statements set forth in the paragraphs identified by “Electronic Delivery” and “Stabilization”, and the concession and reallowance figures appearing in “Commissions and Expenses” under the section “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Final Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of this Section 9. (cd) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its or their own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (de) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b), (c) and (d) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (f) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (e)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the respective directors, officers, employees and agents of each Underwriter, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (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 theretoor part thereof), including the Rule 430B Information, Preliminary Prospectus or the Prospectus, (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading misleading, (iii) any omission or arising alleged omission from any such Preliminary Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (iv) any untrue statement or alleged untrue statement of any material fact contained in the Roadshow Material; except in each case of (i), (ii), (iii) and (iv) above insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with the information set forth in the last sentence of the first paragraph of Section 10(b). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent. (b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus Registration Statement (or any amendment or supplement theretopart thereof), the Preliminary Prospectus or Prospectus, (ii) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements therein not misleading, or (iii) any omission or alleged omission from any such Preliminary Prospectus or Prospectus 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, but in each case only insofar as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 omission was made in such Registration Statement, Preliminary Prospectus or omission made Prospectus in reliance upon and in conformity with written information furnished in writing by or on behalf of the Underwriters through the Representatives to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. . The following statements under the caption “Underwriting” beginning on page S-104 of the Preliminary Prospectus: (cA) Each indemnified party shall give notice as promptly as reasonably practicable the first sentence under the caption “Commissions and Discounts” on page S-104; and (B) the second sentence of the first paragraph, the first, second and third sentences of the second paragraph and the third paragraph under the caption “Underwriting-Price Stabilization and Short Positions” on pages S-105 and S-106 of the Preliminary Prospectus (and the corresponding sections of the Prospectus, to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of Section 3(q), Section 3(r) and this Section 10. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action, and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Representatives will not relieve the Representatives or any Underwriter of any obligation hereunder, except to the extent that the Representatives’ ability to defend is actually impaired by such failure or delay. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time after delivery of notice of such action or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also party or parties), in any of which events such fees and expenses shall be counsel to borne by such Underwriter and paid as incurred (it being understood, however, that the indemnified party. In no event Underwriters shall the indemnifying parties not be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (dc) If the indemnification provided for in this Section 6 10 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 10 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover page of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable, claimssubsection (c)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 610, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 10 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, or (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430B Information, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in either such Registration Statement or Prospectus 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against , except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omissionalleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement or such Prospectus, provided, however, that the indemnity agreement contained in this subsection (a)(i) with respect to the Preliminary Prospectus or the Prospectus shall not inure to the benefit of an Underwriter (or to the benefit of any person controlling such Underwriter) with respect to any person asserting any such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or any supplement thereto prepared with the consent of the Representatives and furnished to the Underwriters prior to the Closing Time corrected any such alleged untrue statement or omission; provided that any omission and if such settlement is effected with Underwriter failed to send or give a copy of the Prospectus or supplement thereto to such person at or prior to the written consent confirmation of the Company;sale of Shares to such person, unless such failure resulted from noncompliance by the Company with Section 4(b) above). b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (iiia) against any above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters)and payment of expenses, 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 any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or action effected without the Prospectus (or any amendment or supplement thereto)its written consent. (bc) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s 's directors, each of the Company’s 's officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, damage and expense described in jointly or severally, the indemnity contained in subsection (a) of this SectionCompany, as incurredor any such person may incur under the Securities Act, the Exchange Act or otherwise, but only with respect to insofar as such loss, expense, liability, damage or claim arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in and in conformity with information furnished in writing by such Underwriter through the Representatives to the Company expressly for use in the Registration Statement (or in the Registration Statement as amended by any posteffective amendment thereto)thereof by the Company) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated either in such Registration Statement or Prospectus or necessary to make such information, in the light of the circumstances under which made, not misleading. The statements set forth (i) in the last paragraph on the cover page and (ii) under the caption "Underwriting of the Common Stock" in the Preliminary Prospectus and the Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of Section 3(j) and this Section 9. If any action is brought against the Company, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company, or such person shall promptly notify the Representatives in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company, or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company, or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand Company, and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand Company, and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand Company, and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective ' obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify shall indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Underwriters or any such controlling person may incur insofar as follows: such loss, expense, liability, damage or claim arises out of or, is based upon (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 in the Registration Statement as amended by any post-effective amendment thereof by the Company) or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus, the Prospectus and any Prospectus supplements, in each case as amended or supplemented by the Company), (ii) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or “blue sky” laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), including the Rule 430B Information, or the (iii) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, Prospectus or Application or necessary to make the statements made therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” 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; ; except, in the case of each of clauses (i), (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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; providedloss, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim, damage or expense to the extent arising claim arises out of or is based upon (x) any such untrue statement or omission or alleged untrue statement or omission made of a material fact contained in reliance upon and in conformity with written information furnished in writing by or on behalf of the Underwriters to the Company by any Underwriter expressly for use in the such Registration Statement or such Prospectus or (y) sales to any person asserting any such loss, expense, liability, damage or any amendment thereto)claim incurred from purchasing the Shares, including any preliminary prospectus, any Issuer Free Writing Prospectus if a copy of the Pricing Disclosure Package or the Prospectus (in each case, as then amended or supplemented if the Company shall have timely furnished any amendment amendments or supplement supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Pricing Disclosure Package or the Prospectus (in each case, as so amended or supplemented), as applicable, would have cured the defect giving rise to such loss, expense, liability, damage or claim, unless such failure is the result of noncompliance by the Company. (b) Each Underwriter of the Underwriters shall, severally agrees to indemnify and not jointly, indemnify, defend and hold harmless the Company, the Company’s Company and its directors, officers, employees and agents, each of the Company’s officers who signed the Registration Statement, and each person, if any, person who controls the Company Company, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, the Company, or any such person may incur but only insofar as such loss, expense, liability, damage and expense described in the indemnity or claim arises out of or is based upon (i) any untrue statement of a material fact contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus thereof by the Company) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished in writing by or on behalf of such Underwriter to the Company expressly for inclusion in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or the Prospectus, as specified in the last sentence of this Section 5(b), or (ii) any omission to state a material fact regarding such Underwriter expressly required to be stated in such Registration Statement or the Prospectus or necessary to make such statement not misleading. The obligation of each of the Underwriters to indemnify the Company (including any director, officer, employee, agent or control person thereof) shall only relate to any untrue statement or omission which applies to the Underwriter. The Company and the Underwriters acknowledge that the information set forth (x) on the cover page of the Prospectus concerning the Underwriters, relating to the delivery of the Shares, and (y) under the caption “Underwriting” in the Prospectus with respect to passive market and stabilization activities by the Underwriters, constitute the only information furnished by or on behalf of the Underwriters to the Company for use thereinpurposes of this Section 5. (c) Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to each be made against the indemnifying party of any action commenced under such subsection, notify in writing each party against it in respect of which indemnity may whom indemnification is to be sought hereunder, of the claim or the commencement thereof (but the failure so to so notify an indemnifying party shall not (i) relieve such the indemnifying party from any liability hereunder which it may have under this Section 5, to the extent that it is did not otherwise learn of such action and such failure does not materially prejudiced prejudice the indemnifying party as a result thereof thereof, and (ii) in any event shall not relieve it from any liability which it that such indemnifying party may have otherwise than on account of this the indemnity agreementagreement hereunder). In The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties indemnified pursuant to Section 6(a) aboveexcept as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Companyparty. An The indemnifying party may participate at its own expense in the defense of any such actionaction at its own expense, and to the extent it may elect, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, the indemnifying party may assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. In no event Notwithstanding the foregoing, the indemnified party or parties shall have the indemnifying parties be liable for right to employ its or their own counsel in any such case, but the fees and expenses of more than such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed reasonably satisfactory counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified party or parties shall have reasonably concluded based on the advice of the advice of counsel that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of one counsel selected by all of the indemnified parties to represent them all (in addition to one local counsel selected by all of the indemnified parties to represent them all in each applicable jurisdiction) shall be borne by the indemnifying parties. In the case of any local counsel) separate from their own counsel for all indemnified parties the Company and its officers, directors and control persons, such counsel shall be designated in connection with writing by the Company. In the case of any one action or separate but similar or related actions counsel for the Underwriters and their respective officers, directors and control persons, such counsel shall be designated in the same jurisdiction arising out of the same general allegations or circumstances. writing by Xxxxxxxx Curhan Ford & Co. No indemnifying party shall, without the prior written consent of the indemnified parties, settle effect any settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be have been sought under this Section 6 5 (whether or not the indemnified parties are actual or potential parties thereto), unless (x) such settlement, compromise or consent (iI) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (iiII) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act act, by or on behalf of any the indemnified party, and (y) the indemnifying party reaffirms its indemnification obligations pursuant to this Agreement. (d) If the indemnification provided for in this Section 6 5 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) or (b) of this Section 5 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with respect to the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the respect to such offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total proceeds (net proceeds from the offering of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company from the Shares sold under this Agreement, on the one hand, and the total underwriting discount discounts and commissions received by the UnderwritersUnderwriters with respect to the Shares purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Shares under this Agreement, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, (x) whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and Underwriters, (y) the intent of the parties’ , and (z) their relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 5(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses5(d)(i) and, liabilitiesif applicable, claimsSection 5(d)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 65, no Underwriter (i) none of the Underwriters shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No Underwriters and, (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxAct) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this in Section 6 are 5(d) shall be several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting obligations and not joint. The indemnity and contribution contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) any investigation made by or on behalf of the Underwriters or the Company and the Subsidiaries and such party’s officers or directors or any person controlling such parties.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: Exchange Act, and the respective affiliates, directors, officers, employees and agents of each Underwriter from and against (i1) against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) that, jointly or severally, any such indemnified party may incur arising under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required to retain, any other Free Writing Prospectus that was approved by the Company, any Written Testing-the-Waters Communications or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company); (B) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading misleading; (C) any omission or arising out alleged omission from any such Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, any other Free Writing Prospectus that was approved by the Company or the Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (D) any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectusaudio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; or (E) any untrue statement or alleged untrue statement of any material fact in any Issuer Free Writing Prospectus material prepared by or with the Prospectus consent of the Company for distribution to Participants in connection with the Directed Share Program (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” Directed Share Program Materials”), 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; misleading (iiexcept, in each case, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus, or Application (that information being limited to that described in the last sentence of the first paragraph of Section 9(c) against any hereof)); and (2) all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement including without limitationrelated to, by means of a Consent to Judgment of any litigationarising out of, 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 any such settlement is effected in connection with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 Directed Share Program. The indemnity agreement set forth in this Section 9(a) shall not apply be in addition 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 liability which the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action commenced is brought against it an Underwriter or controlling person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to against the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified Company pursuant to Section 6(a) abovesubsection (a), counsel to such Underwriter shall promptly notify the indemnified parties Company in writing of the institution of such action, and the Company shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of any such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify any indemnifying party under this Section 9 will not relieve such indemnifying party of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the indemnifying defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not (except with have the consent right to direct the defense of such action on behalf of the indemnified party) also be counsel to party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified party. In no event person)) or representation by both parties by the same counsel would be inappropriate due to a conflict or potential differing interests between such parties, in any of which events such fees and expenses shall be borne by the indemnifying parties Company and paid as incurred (it being understood, however, that the Company shall not be liable for fees and the expenses of more than one counsel (separate firm of attorneys for the Underwriters or controlling persons in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than one local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding and subject to the proviso in this sentence, the Company shall not be liable for any settlement of any such claim or action effected without its written consent; provided, however, that if at any time an indemnified party under this Section 9 shall have requested an indemnifying party under this Section 9 to reimburse such indemnified party for fees and expenses of counsel as contemplated by this Section 9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the same general allegations aforesaid request (or circumstances90 days after receipt by the Underwriter of the aforesaid request in the event the Underwriter is the indemnifying party), (ii) such indemnifying party shall have received notice of the terms such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have (x) reimbursed the indemnified party in accordance with such request, (y) disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement, or (z) disputed in good faith the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or threatened proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which any indemnified party is or could have been a party and indemnification or contribution could be have been sought under this Section 6 (whether or not the hereunder by such indemnified parties are actual or potential parties thereto)party, unless such settlement, compromise or consent settlement (ix) includes an unconditional release of each such indemnified party party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim and (iiy) does not include a any statement as to or an any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (c) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, any Written Testing-the-Waters Communications, or the Prospectus, or any Application, (B) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, any Free Writing Prospectus, any Written Testing-the-Waters Communications, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Written Testing-the-Waters Communications, Prospectus or Application in reliance upon and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use therein. The statements set forth in the third paragraph under the caption “Underwriting” and the first and second paragraphs under the heading identified by “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of this Agreement. If any action is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and the Representative, on behalf of the Underwriters, shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that the Underwriters shall not be liable for the expenses of more than one separate firm of attorneys in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such claim or action effected without the written consent of the Representative, except as provided in Section 9(b). (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable lawLaw, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which that resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint. (f) The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the directors, officers, employees and agents of each Underwriter, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein, claim, damage and expense whatsoever, as incurred, arising out of (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), 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 any preliminary prospectus, in any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Prospectus (Commission or any amendment or supplement thereto) or in otherwise retain, any “road show” (as defined in Rule 433 under of the Securities ActAct Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”), any “issuer information” as defined in Rule 433 of the Securities Act Regulations used or referred to by any Underwriter or contained in the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iii) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (iv) any omission or alleged omission from any such Issuer Free Writing Prospectus,” , Non-Prospectus Road Show or the omission or alleged omission therefrom Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement or Prospectus (that any such settlement is effected with information being limited to that described in the written consent last sentence of the Company; (iiifirst paragraph of Section 9(b) hereof). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against any Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or controlling person shall promptly notify the Company in writing of the institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless (A) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, (B) the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or alleged untrue statement (C) such indemnified party or omission made in reliance upon and in conformity with written information furnished parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s director nominees that consented to be named in the Registration Statement, the Company’s officers who that signed the Registration Statement, Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (ai) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, any Non-Prospectus Road Show or the Prospectus, (ii) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (iii) any omission or alleged omission from any such Issuer Free Writing Prospectus, Non-Prospectus Road Show or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in the case of clause (i), (ii) or any amendment (iii) only insofar as such untrue statement or supplement thereto) alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Non-Prospectus Road Show or Prospectus in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter expressly for use therein. . The date on which the Underwriters expect to deliver the shares on the front cover, the information in the table listing the Underwriters and the number of shares of Common Stock each has agreed to purchase and the statements set forth in the “Underwriting” section of the Preliminary Prospectus and the Prospectus (ci) Each indemnified party shall give notice as promptly as reasonably practicable in the first two sentences in the third paragraph and (ii) under the sub-heading “Stabilization” and (iii) under the sub-heading “Discretionary Accounts” (to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(n) and Section 3(o) of this Agreement and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action, and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless (A) the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action; provided, (B) the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or (C) such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) and 9(b) hereof in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses9(c)(i) hereof and, liabilitiesif applicable, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omission9(c)(ii) hereof. Notwithstanding the other provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it such Underwriter and distributed to the public were offered to the public exceeds the amount of any damages which that such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionpay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of The Underwriters’ obligations to contribute pursuant to this Section 6, 9 are several in proportion to their respective underwriting commitments and not joint. (e) The Company agrees to indemnify and hold harmless each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, its affiliates and each person, if any, who controls the Company each Underwriter and its affiliates within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act shall have from and against any and all losses, expenses, liabilities, damages and claims (including any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the same rights consent of the Company for distribution to contribution participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as a result of the Company. The Underwriters’ respective obligations failure of any participant to contribute pursuant pay for and accept delivery of Directed Shares that the participant has agreed to this Section 6 are several purchase; or (iii) related to, arising out of, or in proportion to connection with the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not jointDirected Share Program.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (E) any omission or alleged omission therefrom to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, (F) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (G) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except in the case of (C), (E) and (F) above only insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. Without limitation of and in addition to its obligations under the other paragraphs of this Section 9, the Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act, or otherwise, insofar as such loss, expense, liability, damage or claim (1) arises out of or is based upon any untrue statement or alleged untrue statement or alleged untrue statement of a material fact contained in any material prepared by or on behalf or with the consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (2) is or arising was caused by the failure of any Directed Share Participant to pay for and accept delivery of the Directed Shares that the Directed Share Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Share Program, provided, however, that the Company shall not be responsible under this clause (3) for any loss, expense, liability, damage or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Representative in conducting the Directed Share Program. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent. (b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any preliminary prospectusamendment), in any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) any omission or supplement thereto) or alleged omission to state a material fact required to be stated in any “road show” such Registration Statement, or necessary to make the statements made therein not misleading, or (as defined in Rule 433 under the Securities ActC) not constituting an “any omission or alleged omission from any such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made 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, but in each case only insofar as incurred, to the extent of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment 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 any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), 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 omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or omission made Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein. . The following statements under the caption “Underwriting” beginning on page 127 of the Preliminary Prospectus: (ci) Each indemnified party shall give notice as promptly as reasonably practicable the third paragraph on page 127, (ii) the eighth paragraph on page 128 of the Preliminary Prospectus beginning with “The representative of the underwriters may engage…” until and including the last bullet of that paragraph ending with “…at which a stabilizing bid is made” on page 129 of the Preliminary Prospectus and (iii) the last three paragraphs on page 129 of the Preliminary Prospectus] (and the corresponding sections of the Disclosure Package and the Prospectus, to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(l) and Section 3(m) and this Section 9. If any action commenced is brought against it the Company in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable, claimssubsection (c)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective affiliates, directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such indemnified party may incur arising under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company or Operating Partnership contained herein, (B) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (C) any application or other document, or any amendment or supplement thereto, executed by the Company or the Operating Partnership or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (D) an omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of any untrue statement misleading, (E) an omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiF) against an untrue statement or alleged untrue statement of a material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and all tape recordings; except, in each case of (B), (D) and (E) above only, insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such an untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected omission or alleged omission of a material fact contained in and in conformity with the written consent of statements set forth in the Company; first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first paragraph under the heading “Underwriting–Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (iii) against any and all expense whatsoever, as incurred (including to the fees and disbursements of counsel chosen by extent such statements relate to the Underwriters), reasonably incurred . The indemnity agreement set forth in investigating, preparing this Section 10(a) shall be in addition to any liability which the Company or defending the Operating Partnership may otherwise have. If any action is brought against any litigation, an Underwriter or any investigation controlling person in respect of which indemnity may be sought against the Company 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, the Operating Partnership pursuant to the extent that any such expense is not paid under subsection (i) or (iia) above, such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company, (in which case neither the Company shall have the right to direct the defense of such action on behalf of the indemnified party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified person)) or representation by both parties by the same counsel would be inappropriate due to a conflict or potential differing interests between such parties, in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, and the Operating Partnership from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company, the Operating Partnership or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to an untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) an omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) an omission or alleged omission from any such Issuer Free Writing Prospectus, Free Writing Prospectus. Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter or the Operating Partnership expressly for use therein. . The statements set forth in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first paragraph under the heading “Underwriting–Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company or the Operating Partnership for purposes of this Agreement. If any action commenced is brought against it the Company, the Operating Partnership, the Manager or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company, the Operating Partnership, the Manager or such person shall promptly notify the Representative in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representative, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company, the Operating Partnership, the Manager or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company, the Operating Partnership, the Manager or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 10 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on Company, the one hand Operating Partnership and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on Company, the one hand Operating Partnership and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company or the Operating Partnership bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on Company, the one hand Operating Partnership and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company Company, the Operating Partnership or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required pursuant to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionthis Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon (A) any breach of any representation, warranty or covenant of the Company or the Bank contained herein, (B) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoor part thereof), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (D) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (E) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of misleading, (F) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission or alleged omission therefrom any Application of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , (iiG) against any and all untrue statement or alleged untrue statement of any material fact contained in or any road show as defined under Rule 433 of the Securities Act, including slides used in connection therewith or (H) any omission or alleged omission to state a material fact required to be stated in any such road show as defined under Rule 433 of the Securities Act, including slides used in connection therewith, or necessary to make the statements made therein not misleading; except insofar as any such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company expressly for use in such Registration Statement, Prospectus or Application (that any such settlement is effected with information being limited to that described in the written consent last sentence of the Company; first paragraph of Section 9(b) hereof). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to this subsection (iii) against any a), such Underwriter shall promptly notify the Company in writing of the institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of written notice of such action or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them that are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) that the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (aA) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoor part thereof), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (B) any omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in the case of clause (A), (B) or (C) only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Prospectus or Application in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representative to the Company by such Underwriter expressly for use therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party . The statements in the fourth and twelfth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of Section 3(b), Section 3(c) and Section 3(d) and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and in any event the Representative, on behalf of the Underwriters shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them that are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall not be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentative. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which that resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable, claims(c)(ii), damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no such Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not joint.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense whatsoever, as incurred, arising or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430B Information, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in either such Registration Statement or Prospectus 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, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against , except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omissionalleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement or such Prospectus, provided, however, that the indemnity agreement contained in this subsection (a) with respect to the Preliminary Prospectus or the Prospectus shall not inure to the benefit of an Underwriter (or to the benefit of any person controlling such Underwriter) with respect to any person asserting any such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or any supplement thereto prepared with the consent of the Representatives and furnished to the Underwriters prior to the Closing Time corrected any such alleged untrue statement or omission; provided that any omission and if such settlement is effected with Underwriter failed to send or give a copy of the Prospectus or supplement thereto to such person at or prior to the written consent confirmation of the Company; (iiisale of Shares to such person, unless such failure resulted from noncompliance by the Company with Section 4(a) of this Agreement. If any action is brought against an Underwriter or any person who controls any Underwriter in respect of which indemnity may be sought against the Company pursuant to the preceding paragraph, such Underwriter shall promptly notify the Company in writing of the institution of such action and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters)and payment of out-of-pocket expenses, 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 any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not apply have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company and which counsel to the Underwriter believes may present a conflict for counsel representing the Company and the Underwriter (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without the its written consent. (b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Subsidiaries, their trustees and directors, the officers that signed the Registration Statement and any person who controls the Company or any Subsidiary within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any loss, expense, liability, claim, damage or expense to claim (including the extent arising reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made of a material fact contained in reliance upon and in conformity with written information furnished in writing by such Underwriter through the Representatives to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (as amended by any post-effective amendment thereof by the Company) or any amendment thereto)in a Prospectus, or arises out of or is based upon any preliminary prospectus, any Issuer Free Writing omission or alleged omission to state a material fact in connection with such information required to be stated either in the Registration Statement or Prospectus or necessary to make such information, in the light of the circumstances under which made, not misleading. The statements set forth under the caption "Underwriting" regarding (i) concessions to dealers in connection with the sale of Shares and (ii) stabilizing and the beneficial ownership of Shares by the Underwriters, and entities associated with the Underwriters, in the Preliminary Prospectus and the Prospectus (or any amendment or supplement theretoto the extent such statements relate to the Underwriters) in reliance upon and in conformity with written constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company by such Underwriter expressly for use therein. (cpurposes of Section 3(l) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company, on the one hand, and the Underwriters Underwriters, on the other, agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (c)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective ' obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint. (e) Each of the Underwriters agrees to look solely to the assets, properties and rights of the Company for satisfaction of all claims against the Company brought pursuant to this Section 9, and in no event shall any shareholder of the Company have any personal liability for the obligations of the Company under this Agreement.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriters and each person, if any, any person who controls any Underwriter the Underwriters within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Underwriters or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein, claim(ii) any failure on the part of the Company to comply with any applicable law, damage and expense whatsoeverrule or regulation relating to the offering of securities being made pursuant to the Prospectus, as incurred, arising out of (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoor part thereof), including any Issuer Free Writing Prospectus that the Rule 430B InformationCompany has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Base Prospectus, any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company) or in any audio-visual materials (including, without limitation, slides, videos, films and tape recordings) used in connection with the offer or sale of the Shares, which materials were prepared by or reviewed by the Company prior to such use and which materials do not constitute an Issuer Free-Writing Prospectus (“Non-Prospectus Materials”), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission therefrom of to state a material fact required to be stated therein in any such Registration Statement, or necessary to make the statements made therein not misleading or arising out of (vi) any untrue statement omission or alleged untrue statement of a material fact contained in omission from any preliminary prospectus, in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “such Issuer Free Writing Prospectus,” , Prospectus or the omission any Application or alleged omission therefrom Non-Prospectus Materials of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , except, in the case of (iiiii), (v) against and (vi) above only, the Company will not be liable insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters to the Company expressly for use therein. (b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a) above, such settlement is effected with Underwriter shall promptly notify the written consent Company in writing of the Company; (iii) against any institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or alleged untrue statement the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or omission made in reliance upon and in conformity with written information furnished such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them that are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (bc) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s officers who that signed the Registration Statement, and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (ai) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, or the Prospectus (Prospectus, or any amendment Application, (ii) any omission or supplement theretoalleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading or (iii) any omission or alleged omission from any such Issuer Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing by the Underwriters to the Company by such Underwriter expressly for use therein. . The statements set forth in the third paragraph and the paragraphs under the heading “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (cto the extent such statements relate to the Underwriters) Each indemnified party shall give notice as promptly as reasonably practicable constitute the only information furnished by the Underwriters to each indemnifying party the Company for purposes of Section 3(a)(ii), Section 3(a)(iii) and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Underwriters in writing of the institution of such action and in any event the Underwriters shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such action; providedcase, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Underwriters in connection with the defense of such action or the Underwriters shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Underwriters shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Underwriters and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of (other than local counsel in any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not such jurisdiction) representing the indemnified parties who are actual or potential parties theretoto such action). Anything in this paragraph to the contrary notwithstanding, unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does its Underwriters shall not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf be liable for any settlement of any indemnified partysuch claim or action effected without its written consent. (d) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsections (a) or (c) of this Section 9 in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company and bear to the total underwriting discount discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any claim or action. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of lossessubsection (d)(i) and, liabilitiesif applicable (ii), claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omissionabove. Notwithstanding the provisions of this Section 69, no Underwriter the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which underwriting discounts and commissions applicable to the Shares underwritten purchased by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionUnderwriters. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of The remedies provided for in this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act 9 are not exclusive and shall not limit any rights or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights remedies that might otherwise be available to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act any indemnified party at law or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto and not jointequity.

Indemnity and Contribution by the Company and the Underwriters. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents Underwriter and each person, if any, any person who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act, and the directors, officers, employees and agents of each Underwriter, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as follows: such loss, expense, liability, damage or claim arises out of or is based upon (i) against any and all lossbreach of any representation, liabilitywarranty or covenant of the Company contained herein, claim, damage and expense whatsoever, as incurred, arising out of (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), 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 any preliminary prospectus, in any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Prospectus (Commission or any amendment or supplement thereto) or in otherwise retain, any “road show” (as defined in Rule 433 under of the Securities ActAct Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”), any “issuer information” as defined in Rule 433 of the Securities Act Regulations used or referred to by any Underwriter or contained in the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iii) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (iv) any omission or alleged omission from any such Issuer Free Writing Prospectus,” , Non-Prospectus Road Show or the omission or alleged omission therefrom Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (ii) against ; except insofar as any and all such loss, expense, liability, claim, damage and expense whatsoever, as incurred, to the extent or claim arises out of the aggregate amount paid in settlement including without limitation, by means of a Consent to Judgment of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement or Prospectus (that any such settlement is effected with information being limited to that described in the written consent last sentence of the Company; (iiifirst paragraph of Section 9(b) hereof). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against any Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or controlling person shall promptly notify the Company in writing of the institution of such action, and all expense whatsoeverthe Company shall assume the defense of such action, as incurred (including the fees and disbursements employment of counsel chosen by the Underwriters), 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) aboveand payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company will not apply to relieve the Company of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of any untrue statement such counsel shall be at the expense of such Underwriter or omission such controlling person unless (A) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, (B) the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time after delivery of notice of such action or alleged untrue statement (C) such indemnified party or omission made in reliance upon and in conformity with written information furnished parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any Underwriter expressly for use one action or series of related actions in the Registration Statement same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)action effected without its consent. (b) Each Underwriter agrees, severally agrees and not jointly, to indemnify indemnify, defend and hold harmless the Company, the Company’s directors, each of the Company’s director nominees that consented to be named in the Registration Statement, the Company’s officers who that signed the Registration Statement, Statement and each person, if any, any person who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act from and against any and all loss, expense, liability, claimdamage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage and expense described in the indemnity contained in subsection or claim arises out of or is based upon (ai) of this Section, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement (or any amendment theretoamendment), or any preliminary prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, any Non-Prospectus Road Show or the Prospectus, (ii) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (iii) any omission or alleged omission from any such Issuer Free Writing Prospectus, Non-Prospectus Road Show or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in the case of clause (i), (ii) or any amendment (iii) only insofar as such untrue statement or supplement thereto) alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Non-Prospectus Road Show or Prospectus in reliance upon and in conformity with written information furnished in writing by the Underwriters through the Representatives to the Company by such Underwriter expressly for use therein. . The date on which the Underwriters expect to deliver the shares on the front cover, the information in the table listing the Underwriters and the number of shares of Common Stock each has agreed to purchase and the statements set forth in the “Underwriting” section of the Preliminary Prospectus and the Prospectus (ci) Each indemnified party shall give notice as promptly as reasonably practicable in the first two sentences in the third paragraph and (ii) under the sub-heading “Stabilization” and (iii) under the sub-heading “Discretionary Accounts” (to each indemnifying party the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of Section 3(n) and Section 3(o) of this Agreement and this Section 9. If any action commenced is brought against it the Company or any such person in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from against any liability hereunder Underwriter pursuant to the extent it is not materially prejudiced as a result thereof foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action, and in any event shall not relieve it from any liability which it may have otherwise than the Representatives, on account behalf of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless (A) the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action; provided, (B) the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or (C) such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that counsel to the indemnifying party Underwriters shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and the expenses of more than one counsel (separate firm of attorneys in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or series of related actions in the same jurisdiction arising out (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of the same general allegations any such claim or circumstances. No indemnifying party shall, action effected without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified partyRepresentatives. (dc) If the indemnification provided for in this Section 6 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) and 9(b) hereof in respect of any losses, expenses, liabilities, claims, damages or expenses claims referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, expenses, liabilities, claims, damages or expensesclaims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions proportion as the total net proceeds from the offering (net of the Shares pursuant to this Agreement (underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and the total underwriting discount commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Shares as set forth on the cover of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether any such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action. (d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6. The aggregate amount of losses9(c)(i) hereof and, liabilitiesif applicable, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 6 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party 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 or alleged untrue statement or omission or alleged omission9(c)(ii) hereof. Notwithstanding the other provisions of this Section 69, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it such Underwriter and distributed to the public were offered to the public exceeds the amount of any damages which that such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omissionpay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 XxxSecurities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 6 9 are several in proportion to the principal amount of Shares set forth opposite their respective names in Schedule A hereto underwriting commitments and not joint.