Common use of Qualified Independent Underwriter Clause in Contracts

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU for any legal or other expenses reasonably incurred by QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified (a) The Company hereby confirms its engagement of the services of Neidiger, Tucker, Bruner, Inc. as, and Neidiger, Tucker, Bruner, Inc. hereby confirms its agreement with the Company to act render services as a “"qualified independent underwriter” " (in such capacity, the "QIU") within the meaning of Rule 5121 2720(b)(15) of the Conduct Rules of FINRA. the NASD with respect to the offering and sale of the Shares. (b) The QIU hereby represents and warrants to, and agrees with, the Company hereby confirms thatand the other Underwriters that with respect to the offering and sale of the Shares as described in the Prospectus: (i) the QIU qualifies as, at its requestand constitutes, QIU has acted as a “"qualified independent underwriter” " within the meaning of Rule 5121 2720(b)(l5) of the Conduct Rules of FINRA the NASD; (ii) the QIU has participated in the preparation of the Registration Statement and the Prospectus and has exercised the usual standards of "due diligence" in respect thereto; (iii) the QIU has agreed in acting as a "qualified independent underwriter" within the meaning of Rule 2720(b)(l5) of the Conduct Rules of the NASD to undertake the legal responsibilities and liabilities of an underwriter under the Act specifically including those inherent in Section 11 thereof; (iv) based upon, among other factors, the information set forth in the Prospectus and its review of such other documents and the taking of such other actions as the QIU, in its sole discretion, has deemed necessary or appropriate for the purposes of delivering its recommendation hereunder, the QIU recommends, as of the date of the execution and delivery of this Agreement, that the price at which the Shares are to be distributed to the public shall not be higher than that set forth on the cover page of the Prospectus, which price should in no way be considered or relied upon as an indication of the value of the Shares; and (v) the QIU will furnish to the other Underwriters on the Closing Date a letter, dated the date thereof; in form and substance satisfactory to X.X. Xxxx and Company, Inc. to the effect of clauses (i) through (iv) above. (c) The Company, the QIU and the other Underwriters agree to comply in all material respects with all of the requirements of Rule 2720 of the Conduct Rules of the NASD applicable to them in connection with the offering and sale of the Public Securities. 7.2Shares. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection agrees to cooperate with the transactions Underwriters, including the QIU, to enable the Underwriters to comply with Rule 2720 of the Conduct Rules of the NASD and to enable the QIU to perform the services contemplated by this Agreement. 7.3. (d) The Company agrees promptly to reimburse the QIU for all out- of-pocket expenses, including fees and disbursements of QIU's counsel, reasonably incurred in connection with the services to be rendered as QIU hereunder. (e) The QIU hereby consents to the references to it in its capacity as "qualified independent underwriter" as set forth under the caption "Underwriting" in the Prospectus. (f) The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " within the meaning of Rule 2720(b)(15) of the Conduct Rules of the NASD with respect to the offering and sale of the Shares and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. The Company hereby confirms that at its request and pursuant to a letter agreement dated October 15, 2003 among the Company, Xxxxxxxx and the QIU, the terms of which are incorporated herein by reference, the QIU represents that it is qualified to act acted as a “"qualified independent underwriter” " within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3Offering. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents the QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability or expense results from the gross negligence or willful misconduct of QIUthe QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. If indemnification pursuant As compensation for the services of the QIU hereunder, Xxxxxxxx agrees to this Section 7.3 is unavailable pay the QIU $50,000 on the Closing Date and to hold harmless reimburse the QIU for any reasonall reasonable expenses, including fees and disbursements of counsel, incurred by it as the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect price at which the Shares will be sold to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU public shall not be required to contribute any amount in excess of higher than the fees received maximum price recommended by QIU in connection with the offering contemplated by this AgreementQIU.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Xxxxxxx Xxxxx & Co. LLC has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for In addition to its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with obligations under Section 8(a) herein, the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such case and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the extent that entry of any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the offering contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by this Agreement shallthe Company, for purposes of Section 5.4as applicable, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU which consent shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementunreasonably withheld.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Xxxxxxx Xxxxx & Co. LLC has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for In addition to its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with obligations under Section 8(a) herein, the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such case and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the extent that entry of any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the offering contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by this Agreement shallthe Company, for purposes of Section 5.4as applicable, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU which consent shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementunreasonably withheld.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe Financial Industry Regulatory Authority, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholder will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence negligence, bad faith or willful misconduct of the QIU. If indemnification pursuant ; provided, further, that the Selling Stockholder shall only be subject to liability under this Section 7.3 to the extent such liability arises out of or is unavailable based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon written information furnished to hold harmless QIU for any reason, the Company by the Selling Stockholder specifically for use therein; and QIU agree to contribution in accordance with provided, further, that the liability under this Section 5.4 above, with the rights and duties of the Underwriters given Selling Stockholder shall be limited to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds to the Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this AgreementSelling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Citigroup Global Markets Inc. has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Without limitation of and in addition to its obligations under the other paragraphs of Section 8, the Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholder will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its partners, members, directors, officers, employees officers and agents its affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU they or any of them may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU each such indemnified party for any legal or other expenses reasonably incurred by QIU them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; and provided, howeverfurther, that the Company Selling Stockholder shall not only be liable in any such case subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission made in reliance on and in conformity with written information provided by the Selling Stockholder expressly for use therein, it being understood that the only such information furnished by the Selling Stockholder consists of the statements relating to the Selling Stockholder under the caption “Principal and Selling Shareholders” in any such lossRegistration Statement at any time, claimStatutory Prospectus as of any time, damagethe Prospectus or any Issuer Free Writing; and provided, further, that the liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to under this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given Selling Stockholder shall be limited to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this AgreementSelling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Jefferies has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will Issuer, jointly and severally, and the Selling Stockholders, severally but not jointly, agree to indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, . The liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification each Selling Stockholder pursuant to this Section 7.3 is unavailable 10 shall be to hold harmless QIU for any reasonthe extent, and only to the Company extent, that such losses, claims, damages or liabilities arise from an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and QIU agree in conformity with such Selling Stockholder’s Selling Stockholder Information and the aggregate liability of each such Selling Stockholder pursuant to contribution in accordance with this Section 5.4 above, with 10 and subsections (b) and (e) of Section 8 shall not exceed the rights amount of proceeds (after deducting underwriting discounts and duties commissions) each such Selling Stockholder shall receive from the sale of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this AgreementOffered Securities.

Qualified Independent Underwriter. 7.1. QIU represents M Holdings hereby confirms that it is qualified to act at its request UBS Securities LLC has without additional compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms thatthe Financial Industry Regulatory Authority, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services M Holdings and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees employees, agents and agents affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder or contained in a representation or warranty given by such Selling Stockholder in this Agreement; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to under this Section 7.3 is unavailable of each Selling Stockholder shall be limited to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds to such Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Xxxxx Xxxxxxx & Co. has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2Offered Securities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense action results from the gross negligence or willful misconduct of QIU. If indemnification pursuant the QUI and, provided further, that each Selling Stockholder shall be subject to such liability only to the extent that such liability is based upon its Selling Stockholder Information and provided, further, that the liability under this Section 7.3 is unavailable 10 of such Selling Stockholder shall be limited to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received by QIU. In additionaggregate gross proceeds after underwriting commissions and discounts, notwithstanding but before expenses, to such Selling Stockholder from the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess sale of the fees received Offered Securities sold by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request X.X. Xxxxxx Securities Inc. has without compensation acted as a “"qualified independent underwriter” " (in such capacity, the "QIU" within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the offering of the Public Securities. 7.2Shares. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Operating Partnership and the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claimsexpenses, liabilities, damages or liabilitiesclaims, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claimsexpenses, liabilities, damages or liabilities claims (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claimexpense, damageliability, liability damage or claim or action as such expenses are incurred; and provided, however, that the Company each Selling Stockholder shall not only be liable in any such case subject to liability under this Section 11 to the extent that such liability arises out of or is based upon (i) any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information furnished in writing to the Representative by such lossSelling Stockholder, claim, damage, liability (ii) a breach of a representation or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to warranty given by such Selling Stockholder in this Section 7.3 is unavailable to hold harmless QIU for any reasonAgreement, the Company and QIU agree Power of Attorney or the Custody Agreement or (iii) any failure on the part of such Selling Stockholder to contribution in accordance comply with Section 5.4 aboveany applicable law, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect rule or regulation relating to the offering contemplated by of securities being made pursuant to the Prospectus; and provided, further, that the liability under this Agreement shall, for purposes Section 11 of Section 5.4, each Selling Stockholder shall be deemed limited to be an amount equal to the fees received aggregate gross proceeds to such Selling Stockholder from the sale of Shares sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. The Company hereby confirms that at its request and pursuant to a letter agreement dated March 24, 2015, by and among the Company, the Placement Agent and the QIU, the terms of which are incorporated herein by reference, the QIU represents that it is qualified to act acting and has acted as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering placement of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3Shares. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents the QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become {00044218.DOCX;1} 26 subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” in connection with the placement of the Shares and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability or expense results from the gross negligence or willful misconduct of QIUthe QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless As compensation for the services of the QIU for any reasonhereunder, the Company agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU agree for all reasonable expenses, including fees and disbursements of counsel, incurred by it as the QIU in an amount not to contribution in accordance with Section 5.4 aboveexceed $1,000; provided, with however, that if the rights and duties gross proceeds to the Company from the Offering is less than $7,001,500, the Company shall be obligated to pay to the QIU 0.73% of the Underwriters given to QIU. The relative benefits received by QIU with respect to actual gross proceeds of the offering contemplated by as compensation for its services and in reimbursement of its expenses and the Placement Agent will be responsible to pay the balance out of its own commission received in this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this AgreementOffering.

Qualified Independent Underwriter. 7.1. QIU Xxxxxx represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU Xxxxxx has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. . 7.2. The Company shall pay QIU Xxxxxx a fee of $25,000 50,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU Xxxxxx will receive no other compensation in connection with the transactions contemplated by this AgreementAgreement or the Initial Business Transaction. 7.3. The Company will indemnify and hold harmless QIUXxxxxx, its directors, officers, employees and agents and each person, if any, who controls QIU Xxxxxx within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU Xxxxxx may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s Xxxxxx’x acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU Xxxxxx for any legal or other expenses reasonably incurred by QIU Xxxxxx in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence negligence, bad faith or willful misconduct of QIUXxxxxx. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU Xxxxxx for any reason, the Company and QIU Xxxxxx agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIUXxxxxx. The relative benefits received by QIU Xxxxxx with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the portion of the fees received by QIUXxxxxx as set forth on the cover page of the Prospectus as compared to all fees and underwriting discounts collectively received by all Underwriters and Xxxxxx. In addition, notwithstanding the provisions of Section 5.4, QIU Xxxxxx shall not be required to contribute any amount in excess of the fees received by QIU Xxxxxx in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request First Albany Corporation has without compensation acted as a “"qualified independent underwriter” " (in such capacity, the "QIU") within the meaning of Rule 5121 2710 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Securities. 7.2Shares. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Shareholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor any of the Selling Shareholders shall not be liable in obligated to indemnify or hold harmless the QIU against any such case to the extent that any such loss, claim, damage, damage or liability arising from or expense results from related to the gross negligence or willful misconduct of the QIU. If indemnification pursuant ; provided further, that each Selling Shareholder shall only be subject to liability under this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Shareholder or contained in a representation or warranty given by such Selling Shareholder in this Agreement shallor the Custody Agreement; and provided, for purposes further, that the liability under this Section of Section 5.4, each Selling Shareholder shall be deemed limited to be an amount equal to the fees received aggregate gross proceeds to such Selling Shareholder from the sale of Common Stock sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Shareholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe Financial Industry Regulatory Authority, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholder will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence negligence, bad faith or willful misconduct of the QIU. If indemnification pursuant ; provided, further, that the Selling Stockholder shall only be subject to liability under this Section 7.3 to the extent such liability arises out of or is unavailable based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon written information furnished to hold harmless QIU for any reason, the Company by the Selling Stockholder specifically for use therein; and QIU agree to contribution in accordance with provided, further, that the liability under this Section 5.4 above, with the rights and duties of the Underwriters given Selling Stockholder shall be limited to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds to the Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this AgreementSelling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU Tudor, Pickering, Xxxx & Co., LLC has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company each Selling Stockholder shall not only be liable in any such case subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; provided further, that any such loss, claim, damage, the liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to under this Section 7.3 is unavailable of each Selling Stockholder shall be limited to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified (a) The Company hereby confirms its engagement of RBC Capital Markets, LLC as, and RBC Capital Markets, LLC hereby confirms its agreement with the Company to act as render services as, a “qualified independent underwriter” within the meaning of Rule 5121 2720(f)(12) of the Conduct Rules FINRA with respect to the offering and sale of FINRAthe Offered Securities. RBC Capital Markets Corporation, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU”. (b) The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within and the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company Selling Stockholders will indemnify and hold harmless RBC Capital Markets, LLC, in its capacity as QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any act or omission to act or any alleged act or omission to act by RBC Capital Markets, LLC as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Offered Securities, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of RBC Capital Markets, LLC in performing the services as QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” , and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company shall Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damagedamage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) above; provided further, however, that the Selling Stockholders will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or expense results is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished by the Selling Stockholders specifically for use therein, it being understood and agreed that the only such information consists of the information specified as such in Section 8(b) above; provided further, however, that the liability under this subsection of the Selling Stockholders shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, received by the Selling Stockholders from the gross negligence or willful misconduct sale of QIU. the Offered Securities sold by the Selling Stockholders hereunder. (c) If the indemnification pursuant to provided for in this Section 7.3 10 is unavailable to or insufficient to hold harmless QIU for RBC Capital Markets, LLC, in its capacity as QIU, under subsection (b) above in respect of any reasonlosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the Company and the Selling Stockholders shall contribute to the amount paid or payable by the QIU agree as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to contribution in accordance with reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the QIU on the other from the offering of the Offered Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the QIU failed to give the notice required under Section 5.4 8(d) above, then the Company and the Selling Stockholders shall contribute to such amount paid or payable by the QIU in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the QIU on the other in connection with the rights and duties of the Underwriters given act or omission to QIUact or alleged act or omission to act which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the QIU with respect to on the offering contemplated by this Agreement shall, for purposes of Section 5.4, other shall be deemed to be equal in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholders, as set forth in the table on the cover page of the Final Prospectus, bear to the fees received fee payable to the QIU pursuant to subsection (a) hereof. The relative fault shall be determined by QIUreference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Stockholders on the one hand or the QIU on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such act or omission to act or alleged act or omission to act. In additionThe Company, notwithstanding the provisions of Section 5.4, Selling Stockholders and the QIU shall agree that it would not be required just and equitable if contributions pursuant to contribute this subsection (c) were determined by pro rata allocation or by any amount in excess other method of allocation which does not take account of the fees received equitable considerations referred to above in this subsection (c). The amount paid or payable by the QIU as a result of the act or omission to act or alleged act or omission to act referred to above in this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the offering contemplated by meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (d) The obligations of the Company and the Selling Stockholders under this AgreementSection 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the QIU within the meaning of the Act.

Qualified Independent Underwriter. 7.1. QIU Xxxxxx represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU Xxxxxx has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU Xxxxxx a fee of $25,000 50,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU Xxxxxx will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIUXxxxxx, its directors, officers, employees and agents and each person, if any, who controls QIU Xxxxxx within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU Xxxxxx may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s Xxxxxx’x acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU Xxxxxx for any legal or other expenses reasonably incurred by QIU Xxxxxx in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIUXxxxxx. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU Xxxxxx for any reason, the Company and QIU Xxxxxx agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIUXxxxxx. The relative benefits received by QIU Xxxxxx with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIUXxxxxx. In addition, notwithstanding the provisions of Section 5.4, QIU Xxxxxx shall not be required to contribute any amount in excess of the fees received by QIU Xxxxxx in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. QIU represents The parties hereby agree that it is qualified to act Credit Suisse Securities (USA) LLC has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case only to the extent that such untrue statements or alleged untrue statements in or omissions or alleged omissions from a Registration Statement or the Final Prospectus were made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder is the Selling Stockholder Information; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after deducting underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder hereunder; provided, further, that the Company shall and the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or expense results is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the gross negligence or willful misconduct any of QIU. If indemnification pursuant such documents in reliance upon and in conformity with written information furnished to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company by any Underwriter through the Representatives specifically for use therein, it being understood and QIU agree to contribution in accordance with Section 5.4 above, with agreed that the rights and duties only such information furnished by any Underwriter consists of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of information described as such in Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement8(c) above.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request X.X. Xxxxxx Securities Inc. has without compensation acted as a “"qualified independent underwriter” " (in such capacity, the "QIU") within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company Selling Stockholders, jointly and severally, will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company (i) each Selling Stockholder shall not be liable in any under this Section 11 only to the extent of the gross proceeds attributable to such case Selling Stockholder from the sale of Offered Securities to the Underwriters and (ii) The Denver Foundation shall only be subject to liability under this Section to the extent that such liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission based upon information provided by such loss, claim, damage, liability Selling Stockholder or expense results from the gross negligence contained in a representation or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution warranty given by such Selling Stockholder in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to or the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Custody Agreement.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified Without limitation of and in addition to act as a “qualified independent underwriter” within its obligations under the meaning other paragraphs of Rule 5121 of this Section 8, the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will agrees to indemnify and hold harmless QIUXxxxxxx Xxxxx & Co. LLC (in the capacity described in this paragraph, the “Independent Underwriter”), its affiliates, directors, officers, officers and employees and agents and each person, if any, person who controls QIU the Independent Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which QIU the Independent Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon QIUupon, the Independent Underwriter’s acting (or alleged failing to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and will agrees to reimburse QIU each such indemnified party promptly upon demand for any legal or other expenses reasonably incurred by QIU them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company shall not be liable in any such case to the extent that any it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or expense results action resulted directly from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIUIndependent Underwriter. The relative benefits received by QIU the Independent Underwriter with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.48(d), be deemed to be equal to the fees compensation received by QIUthe Independent Underwriter for acting in such capacity. In addition, notwithstanding the provisions of Section 5.48(d), QIU the Independent Underwriter shall not be required to contribute any amount in excess of the fees compensation received by QIU the Independent Underwriter for acting in connection with the offering contemplated by this Agreementsuch capacity.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified Without limitation of and in addition to act as a “qualified independent underwriter” within its obligations under the meaning other paragraphs of Rule 5121 of this Section 8, the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will agrees to indemnify and hold harmless QIUBarclays Capital Inc. (in the capacity described in this paragraph, the “Independent Underwriter”), its affiliates, directors, officers, officers and employees and agents and each person, if any, person who controls QIU the Independent Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which QIU the Independent Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon QIUupon, the Independent Underwriter’s acting (or alleged failing to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and will agrees to reimburse QIU each such indemnified party promptly upon demand for any legal or other expenses reasonably incurred by QIU them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company shall not be liable in any such case to the extent that any it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or expense results action resulted directly from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIUIndependent Underwriter. The relative benefits received by QIU the Independent Underwriter with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.48(d), be deemed to be equal to the fees compensation received by QIUthe Independent Underwriter for acting in such capacity. In addition, notwithstanding the provisions of Section 5.48(d), QIU the Independent Underwriter shall not be required to contribute any amount in excess of the fees compensation received by QIU the Independent Underwriter for acting in connection with the offering contemplated by this Agreementsuch capacity.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request X.X. Xxxxxx Securities Inc. has without compensation acted as a “"qualified independent underwriter” " (in such capacity, the "QIU" within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the offering of the Public Securities. 7.2Shares. The Company shall pay QIU a fee of $25,000 in consideration for its services Company, the Operating Partnership and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claimsexpenses, liabilities, damages or liabilitiesclaims, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claimsexpenses, liabilities, damages or liabilities claims (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claimexpense, damageliability, liability damage or claim or action as such expenses are incurred; and provided, however, that the Company each Selling Stockholder shall not only be liable in any such case subject to liability under this Section 11 to the extent that such liability arises out of or is based upon (i) any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information furnished in writing to the Representative by such lossSelling Stockholder, claim, damage, liability (ii) a breach of a representation or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to warranty given by such Selling Stockholder in this Section 7.3 is unavailable to hold harmless QIU for any reasonAgreement, the Company and QIU agree Power of Attorney or the Custody Agreement or (iii) any failure on the part of such Selling Stockholder to contribution in accordance comply with Section 5.4 aboveany applicable law, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect rule or regulation relating to the offering contemplated by of securities being made pursuant to the Prospectus; and provided, further, that the liability under this Agreement shall, for purposes Section 11 of Section 5.4, each Selling Stockholder shall be deemed limited to be an amount equal to the fees received aggregate gross proceeds to such Selling Stockholder from the sale of Shares sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified (a) The Company hereby confirms its engagement of Xxxxxxx, Sachs & Co. as, and Xxxxxxx, Xxxxx & Co. hereby confirms its agreement with the Company to act as render services as, a “qualified independent underwriter” within the meaning of Rule 5121 2720(f)(12) of the Conduct Rules FINRA with respect to the offering and sale of FINRAthe Offered Securities. The Company hereby confirms thatXxxxxxx, at Sachs & Co., in its request, QIU has acted capacity as a “qualified independent underwriter” within underwriter and not otherwise, is referred to herein as the meaning of Rule 5121 “QIU”. As compensation for the services of the Conduct Rules of FINRA in connection with QIU hereunder, the offering of Company agrees to pay the Public SecuritiesQIU $10,000 on the First Closing Date. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. (b) The Company will indemnify and hold harmless Xxxxxxx, Xxxxx & Co., in its capacity as QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any act or omission to act or any alleged act or omission to act by Xxxxxxx, Sachs & Co. as QIU in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the Offered Securities, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Xxxxxxx, Xxxxx & Co. in performing the services as QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” , and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided. (c) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless Xxxxxxx, Sachs & Co., in its capacity as QIU, under subsection (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the Company shall contribute to the amount paid or payable by the QIU as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company (including for purposes of this subsection (c) amounts received by the Selling Stockholders) on the one hand and the QIU on the other from the offering of the Offered Securities. If, however, that the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the QIU failed to give the notice required under Section 8(d) above, then the Company shall contribute to such amount paid or payable by the QIU in such proportion as is appropriate to reflect not be liable in any only such case to relative benefits but also the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct relative fault of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company on the one hand and the QIU agree to contribution on the other in accordance with Section 5.4 above, connection with the rights and duties of the Underwriters given act or omission to QIUact or alleged act or omission to act which resulted in such losses, claims, damages or liabilities (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 QIU with respect to on the offering contemplated by this Agreement shall, for purposes of Section 5.4, other shall be deemed to be equal in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholders, as set forth in the table on the cover page of the Prospectus, bear to the fees received fee payable to the QIU pursuant to subsection (a) hereof. The relative fault shall be determined by QIUreference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company (and the Selling Stockholders) on the one hand or the QIU on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such act or omission to act or alleged act or omission to act. In addition, notwithstanding The Company and the provisions of Section 5.4, QIU shall agree that it would not be required just and equitable if contributions pursuant to contribute this subsection (c) were determined by pro rata allocation or by any amount in excess other method of allocation which does not take account of the fees received equitable considerations referred to above in this subsection (c). The amount paid or payable by the QIU as a result of the act or omission to act or alleged act or omission to act referred to above in this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the offering contemplated by meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (d) The obligations of the Company under this AgreementSection 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the QIU within the meaning of the Act.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified Each International Underwriter other than Credit Suisse Securities (USA) LLC will pay to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at Credit Suisse Securities (USA) LLC upon its request, QIU has acted as a “qualified independent underwriter” within the meaning contribution, such Underwriter’s proportionate share, based upon such Underwriter’s underwriting commitment, of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, paid or incurred by Credit Suisse Securities (USA) LLC to which QIU may become subjectany person, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon QIUCredit Suisse Securities (USA) LLC S.A.’s acting (or alleged failing to act) as such in the capacity of “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 2720 of the Conduct Rules of the FINRA in connection with the offering of the Offered Securities; and will reimburse QIU for pay such proportionate share of any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damagedamage or liability, liability or any action as in respect thereof. In determining the amount of any Underwriter’s obligation under this Section 12, appropriate adjustment may be made by the QIU to reflect any amounts received by the QIU in respect of such expenses are incurred; provided, however, that claim from the Company shall not be liable in or any other person (other than an Underwriter) pursuant to the International Underwriting Agreement, the Brazilian Underwriting Agreement or otherwise. If any such case claim is contested, the QIU may take such action in connection therewith as the XXX xxxxx necessary or desirable, including retention of separate counsel for itself, and the fees and disbursements of any counsel so retained by it shall be included in amounts payable pursuant to the extent that this Section 12. In determining amounts payable pursuant to this Section, any such loss, claim, damage, liability or expense results from incurred by any person controlling the gross negligence or willful misconduct QIU within the meaning of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties 15 of the Underwriters given United States Securities Act of 1933 which has been incurred by reason of such control relationship shall be deemed to have been incurred by the QIU. The relative benefits received by QIU with respect may settle or consent to the offering contemplated settlement of any such claim, on advice of counsel retained by this Agreement shall, for purposes it. Whenever the QIU receives notice of Section 5.4, be deemed the assertion of any claim to be equal to the fees received by QIU. In addition, notwithstanding which the provisions of this Section 5.4would be applicable, QIU it will give prompt notice thereof to each Underwriter. If any Underwriter or Underwriters default in their obligation to make payments under this Section, each non-defaulting Underwriter shall not be required obligated to contribute any amount in excess pay its proportionate share of all defaulted payments, based upon such Underwriter’s underwriting obligation as related to the fees received by QIU in connection with the offering contemplated by this Agreementunderwriting obligations of all non-defaulting Underwriters.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified This Section 18 will apply to any offerings where you agree to act as a “qualified independent underwriter” within underwriter (the meaning of Rule 5121 of the Conduct Rules of FINRA“QIU”). The Company hereby confirms thatUnderwriters will, at its requestnot jointly, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA but severally in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will proportion to their respective underwriting obligation, indemnify and hold harmless you, in your capacity as QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages damages, or liabilitiesliabilities in excess of your proportion based on your underwriting commitment, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting upon: (i) any untrue statement or alleged failing untrue statement of any material fact contained in the Registration Statement or any amendment thereto or any Prospectus, or any amendment or supplement thereto. (ii) the omission or alleged omission to actstate, in the Registration Statement or any amendment thereto, or the Prospectus or any amendment or supplement thereto, a material fact required to be Stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) any act or omission to act or any alleged act or omission to act by the QIU in connection with any transaction contemplated by the Underwriting Agreement or undertaken in preparing for the purchase, sale and delivery of the Securities, except as to this paragraph (iii), to the extent that any such “qualified independent underwriter” loss, claim, damage or liability results from the gross negligence or bad faith of the QIU, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or liability, or any action in respect thereof as such expenses are incurred; . The Underwriters will be entitled to assume the defense of any action or proceeding for which the QIU is entitled to indemnification hereunder, with counsel reasonably satisfactory to the QIU. Upon assumption by the Manager(s) of the defense of any such action or proceeding, the QIU shall have the right to participate in such action or proceeding and to retain its own counsel, but The Underwriters shall not be liable for any legal expenses of other counsel subsequently incurred by the QIU in connection with the defense thereof unless (i) we agree to pay such fees and expenses, (ii) The Underwriters shall have failed to employ counsel reasonably satisfactory to the QIU in a timely manner or (iii) the QIU shall have been advised by counsel that there are actual or potential conflicting interests between the Underwriters and the QIU, including situations in which there are one or more legal defenses available to the QIU that are different from or additional to those available to the Underwriters, provided, however, that we shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the Company shall not same general allegations, be liable in for the fees and expenses of more than one separate firm of attorneys at any such case time for the QIU, except to the extent that local counsel, in addition to regular counsel, is required in order to effectively defend against such action or proceeding. We shall not consent to the terms of any such loss, claim, damage, liability compromise or expense results from the gross negligence or willful misconduct settlement of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution action defended by us in accordance with Section 5.4 above, with the rights and duties foregoing without the prior consent of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU which shall not be required to contribute any amount in excess unreasonably withheld. Whenever the QIU receives notice of the fees received by assertion of any claim to which the provisions hereof would be applicable, the QIU will give prompt notice thereof to us. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. We agree that UBS Securities LLC, in connection with the offering contemplated by its capacity as a QIU, shall have no liability to us under this AgreementSection 18.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified at its request Xxxxxx, Xxxxx Xxxxx, Incorporated has agreed to act render services, without compensation, as a “"qualified independent underwriter” " (in such capacity, the "QIU" within the meaning of Rule 5121 Section2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within Inc.) with respect to the meaning of Rule 5121 offering and sale of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3Shares. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case will have no obligation to indemnify the QIU under this Section 10 to the extent that any such loss, claim, damage, damage or liability (or expense results from action in respect thereof) shall have been determined by a court of competent jurisdiction (which determination has become final and non-appealable) to have been due to the willful misconduct or gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess obligations of the fees received by Company under this Section 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the QIU in connection with within the offering contemplated by this Agreementmeaning of the Securities Act.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified The Company hereby confirms its engagement of Xxxxxx Xxxxxxx & Co. LLC, and Xxxxxx Xxxxxxx & Co. LLC hereby confirms its agreement with the Company to act as render services as, a “qualified independent underwriter” underwriter (within the meaning of Rule 5121 FINRA rule 5121(f)(12)) (Xxxxxx Xxxxxxx & Co. LLC, in such capacity, the “QIU”) with respect to the offering and sale of the Conduct Rules of FINRAOffered Securities. The Company hereby confirms thatCompany, at its request, the QIU has acted and the Underwriters agree that the QIU shall not receive any compensation hereunder for serving as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA QIU in connection with the offering and sale of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will each Selling Shareholder will, severally and not jointly, indemnify and hold harmless the QIU, its directors, officers, employees and agents affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon the QIU’s acting (or alleged failing failure to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121(f)(12)) in connection with the offering and sale of the Offered Securities contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor any Selling Shareholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIUthe QIU and provided further, however, that in the case of a Selling Shareholder, such Selling Shareholder will only be liable to the extent, and only to the extent, that such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission that was made in any Registration Statement, any Statutory Prospectus, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by such Selling Shareholder specifically for use therein (such information consisting of only the information specified as such in Section 8(b)). If indemnification pursuant to The aggregate liability of each Selling Shareholder under this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company 10 and QIU agree to contribution in accordance with Section 5.4 above, with the rights 8 (including Section 8(b) and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU 8(e)) shall not be required to contribute any amount exceed the limit set forth in excess of the fees received by QIU in connection with the offering contemplated by this AgreementSection 8(b).

Qualified Independent Underwriter. 7.1. The Company hereby confirms that at its request and pursuant to a letter agreement dated May 27, 2014, by and among the Company, the Placement Agent and the QIU, the terms of which are incorporated herein by reference, the QIU represents that it is qualified to act acted as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering placement of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3Shares. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents the QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability or expense results from the gross negligence or willful misconduct of QIUthe QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless As compensation for the services of the QIU for any reasonhereunder, the Company agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU agree for all reasonable expenses, including fees and disbursements of counsel, incurred by it as the QIU in an amount not to contribution in accordance with Section 5.4 aboveexceed $10,000; provided, with however, that if the rights and duties gross proceeds to the Company from the Offering is less than $9 million, the Company will only be responsible to pay the QIU 0.5556% of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess gross proceeds of the fees Offering as compensation for its services and up to 0.1111% of the gross proceeds of the Offering as expense reimbursement and the Placement Agent will be responsible to pay the balance out of its own commission received by QIU in connection with the offering contemplated by this AgreementOffering.

Qualified Independent Underwriter. 7.1. The Company hereby confirms that at its request and pursuant to a letter agreement dated _________, 2005 among the Company, the Representative and the QIU, the terms of which are incorporated herein by reference, the QIU represents that it is qualified to act acted as a “"qualified independent underwriter” " within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA NASD in connection with the public offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3Shares. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents the QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability or expense results from the gross negligence or willful misconduct of QIUthe QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless As compensation for the services of the QIU for any reasonhereunder, the Company agrees to pay the QIU $100,000 on the Closing Date and to reimburse the QIU agree to contribution in accordance with Section 5.4 abovefor all reasonable expenses, with including fees and disbursements of counsel, incurred by it as the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect price at which the Shares will be sold to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU public shall not be required to contribute any amount in excess of higher than the fees received maximum price recommended by QIU in connection with the offering contemplated by this AgreementQIU.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request [ ● ] has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2Offered Securities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense action results from the gross negligence or willful misconduct of QIU. If indemnification pursuant the QUI and, provided further, that each Selling Stockholder shall be subject to such liability only to the extent that such liability is based upon its Selling Stockholder Information and provided, further, that the liability under this Section 7.3 is unavailable 10 of such Selling Stockholder shall be limited to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received by QIU. In additionaggregate gross proceeds after underwriting commissions and discounts, notwithstanding but before expenses, to such Selling Stockholder from the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess sale of the fees received Offered Securities sold by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified The Company hereby confirms its engagement of Xxxxxxxxxxx & Co. Inc. as, and Xxxxxxxxxxx & Co. Inc. hereby confirms its agreement with the Company to act as render services as, a “qualified independent underwriter” within (in such capacity, the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” QIU”) within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with respect to the offering and the sale of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless the QIU, its partners, members, directors, officers, employees and agents employees, agents, affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, Act the Exchange Act, or other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing failure to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request X.X. Xxxxxx Securities Inc. has without compensation acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe Financial Industry Regulatory Authority, at its requestformerly National Association of Securities Dealers, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc., in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless the QIU, its directorsaffiliates, officers, employees directors and agents officers and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal expenses (including the expenses of counsel separate from any counsel, including local counsel, representing the other Underwriters) or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided. In addition, however, that if indemnity may be sought by the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification QIU pursuant to this Section 7.3 is unavailable 9, then in addition to hold harmless QIU for any reasonsuch separate firm of the Underwriters, the Company their affiliates and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties such control persons of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, indemnifying party shall be liable for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In additionand expenses of not more than one separate firm (in addition to any local counsel) for the QIU (as defined in Section 9), notwithstanding its affiliates, directors, officers and all persons, if any, who control the provisions QIU within the meaning of either Section 5.4, QIU shall not be required to contribute any amount in excess 15 of the fees received by QIU in connection with Securities Act or Section 20 of the offering contemplated by this Agreement.Exchange Act

Qualified Independent Underwriter. 7.1. QIU represents The Company hereby confirms that it is qualified to act at its request Merrill Lynch, Pierce, Fenner & Smith Incorporated has [without compenxxxxxx] acted as a “qualified independent "qualixxxx xndexxxxxnt underwriter” " (in such capacity, the "QIU") within the meaning of Rule 5121 2710 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA Inc. in connection with the offering of the Public Offered Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU the Selling Stockholders will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will severally and not jointly indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder (it being understood and agreed that the only such information is that provided for use under the caption "Principal and Selling Stockholders") or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to under this Section 7.3 is unavailable of each Selling Stockholder shall be limited to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be an amount equal to the fees received aggregate gross proceeds, net of underwriting discounts and commissions (before deducting expenses), to such Selling Stockholder from the sale of Securities sold by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementsuch Selling Stockholder hereunder.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in In consideration for its services and expenses as a “qualified independent underwriter”,” the Company shall pay QIU a fee of (i) $25,000, to be paid at Closing, and (ii) an additional $25,000 to be paid upon the closing of an Initial Business Transaction. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU for any legal or other expenses reasonably incurred by QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1. QIU represents that it is qualified to act as The Company hereby confirms its engagement of Merrill Lynch, Pierce, Fenner & Smith Incorporated as, and Merrill Lynxx, Xxxrce, Fenner & Smxxx Xxcorxxxxxed hereby confirms its xxxxxxent with the Comxxxx xo rxxxxx services as, a “"qualified independent underwriter” " within the meaning of Rule 5121 2720 of the Conduct Rules of FINRA. The Company hereby confirms thatthe National Association of Securities Dealers, at its request, QIU has acted as a “qualified independent underwriter” within Inc. with respect to the meaning of Rule 5121 offering and sale of the Conduct Rules of FINRA Offered Securities. Merrill Lynch, Pierce, Fenner & Smith Incorporated, solely in connection with its capaxxxx xx qualified indepxxxxxx unxxxxxiter and not otherwise, is referred to herein as the offering "QIU". In addition to and without limitation of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses Company's obligation to indemnify Merrill Lynch, Pierce, Fenner & Smith Incorporated as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify an Underwriter, xxx Xxxpany also agrees xx xxdemxxxx and hold harmless the QIU, its directors, officers, employees affiliates (as such term is defined in Rule 501(b) under the Act) and selling agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage, to which QIU may become subjectand expense whatsoever, under as incurred, incurred as a result of the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar QIU's participation as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting (or alleged failing to act) as such “a "qualified independent underwriter” " within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

Qualified Independent Underwriter. 7.1The Company hereby confirms that at its request Credit Suisse Securities (USA) LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Offered Securities. QIU represents that it The public offering price of the Securities is qualified to act not in excess of the price recommended by the QIU, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms thatIn addition to its obligations under Section 8(a) herein, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any such case to local counsel) for the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the offering contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by this Agreement shallthe Company, for purposes of Section 5.4as applicable, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU which consent shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreementunreasonably withheld.