Common use of Indemnification by the Underwriter Clause in Contracts

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s affiliates, directors, its officers who signed the Registration Statement officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 7(b) exceed the total discount and commission received by such the Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each UnderwriterThe Underwriter shall indemnify, severally and not jointly, shall indemnify defend and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any the Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an the Underwriter under this Section 5.2 exceed the total discount and commission received by such the Underwriter in connection with the this Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, in light of the circumstances in which such statements were made), but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use thereinthe Underwriter, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 6, expense as incurred, but only with respect to untrue statements or liability whatsoever omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any action, investigation or proceeding in respect thereofamendment thereto), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulationsforegoing), any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which . The Company hereby acknowledges and agrees that the information the parties hereto agree is limited furnished to the Underwriters’ Information Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and shall reimburse the Company for any legal or other expenses reasonably incurred by Prospectus: (i) the information regarding the concession and reallowance appearing in the 6th paragraph under such party caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any the 12th, 13th, 14th and 15th paragraphs under such loss, claim, damage, liability, action, investigation or proceeding, caption (but only insofar as such fees and expenses are incurred. Notwithstanding information concerns the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the OfferingUnderwriter).

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s affiliates and each of their respective directors, its officers who signed the Registration Statement officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losslosses, claimclaims, damage, expense damages or liability whatsoever liabilities (or including in settlement of any action, investigation or proceeding in respect thereof), to which litigation if such Company Indemnified Party may become subject, under settlement is effected with the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises prior written consent of the Underwriter) arising out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 7(b) exceed the total discount and commission discounts received by such the Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus, or any amendments thereto, in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, Prospectus or in any amendment or supplement theretoWritten Testing-the-Waters Communication in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for such use (the “Underwriter’s Information”), or (ii) the omission to state in any the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus, or any amendments thereto, in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, Prospectus or in any amendment or supplement theretoWritten Testing-the-Waters Communication, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter the Underwriters under this Section 5.2 exceed the total discount and commission received by such Underwriter the Underwriters in connection with the Offering. The indemnification obligations under this Section 5.2 are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the "Company Indemnified Parties") against any losses, claims, damages, liabilities or Section 20 expenses (including, unless the Underwriter elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), joint or several, which arise out of or are based in whole or in part upon the Securities Act, the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any actionother federal, investigation state, local or proceeding in respect thereof)foreign statute or regulation, or at common law, on the ground or alleged ground that the Registration Statement or the Prospectus (as from time to which such Company Indemnified Party may become subject, under the Securities Act time amended and supplemented) includes or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any allegedly includes an untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement omits or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission allegedly omits to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, but in each case only to the extent that the untrue insofar as any such statement or omission was made in reliance upon upon, and in conformity with with, written information furnished to the Company by the Underwriter, directly or through an agent of the Representative by or on behalf of any Underwriter Underwriter, specifically for use thereinin the preparation thereof, which information and the parties hereto acknowledge and agree is limited that the only information furnished by the Underwriter to the Underwriters’ Information and shall reimburse the Company for inclusion in the Prospectus, as from time to time amended or supplemented, is the information under the captions "Underwriting" and "Plan of Distribution" in the Prospectus that does not describe this Agreement; provided, however, that in no case is the Underwriter to be liable with respect to any legal claims made against any Company Indemnified Party against whom the action is brought unless such Company Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other expenses reasonably incurred by first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party, but failure to notify the Underwriter of such party claim shall not relieve it from any liability which it may have to any Company Indemnified Party except to the extent such failure prejudices the Underwriter's defense of such action or otherwise than on account of its indemnity agreement contained in connection with investigating or preparing this paragraph. The Underwriter shall be entitled to defend or defending against or appearing as third party witness participate at its own expense in connection with the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such loss, claim, damage, liability, actionbut, investigation if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that the Underwriter elects to assume the defense of any such suit and retain such counsel, the Company Indemnified Parties or proceedingcontrolling person or persons, as such defendant or defendants in the suit, shall bear the fees and expenses are incurredof any additional counsel retained by them, respectively. Notwithstanding The Underwriter shall not be liable to indemnify any person for any settlement of any such claim effected without the provisions of this Section 5.2, Underwriter's consent. This indemnity agreement is not exclusive and will be in no event addition to any liability which the Underwriter might otherwise have and shall not limit any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter rights or remedies which may otherwise be available at law or in connection with the Offeringequity to any Company Indemnified Party.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 7(b) exceed the total discount and commission received by such the Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s affiliates, directors, its officers who signed the Registration Statement officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, or in any amendment or supplement thereto, or in reliance upon and in conformity with the Underwriter Information, (ii) the omission to state in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished the Underwriter Information, or (iii) any payment of compensation or other fees owed to the Company through the Representative by or on behalf one of more selected dealers pursuant to any Underwriter specifically for use thereinselected dealer agreements, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 7(b) exceed the total discount and commission received by such the Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any the Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an the Underwriter under this Section 5.2 exceed the total discount and commission received by such the Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsCompany and each Selling Stockholder, its affiliates, directors and officers who signed the Registration Statement and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party or the Selling Stockholders may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectusamendment or supplement thereto, any “issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, Rules and Regulations or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(f)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company and the Selling Stockholders for any out-of-pocket legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Rules and Regulations or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s its officers, directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damage, damage and expense or liability whatsoever (or arising from any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any breach by the Underwriter of this Agreement or (ii) untrue statement of a material fact or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement (or the Prospectus, or in any amendment thereto) or supplement thereto, any omission or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) therefrom of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent ; provided that the any such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished relating to the Company through Underwriter and furnished by the Representative by or Underwriter for use in the Prospectus. In no case shall the Underwriter be liable under this indemnity agreement with respect to any claim made against any indemnified party unless the Underwriter shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure to so notify the Underwriter shall not relieve the Underwriter from any liability which it may have otherwise than on behalf account of this indemnity agreement. The Underwriter shall be entitled to participate at its own expense in the defense or, if either so elects within a reasonable time after receipt of such notice, to assume the defense of any Underwriter specifically for use thereinsuit so brought, which information the parties hereto agree is limited defense shall be conducted by counsel chosen by it and satisfactory to the Underwriters’ Information and shall reimburse indemnified party or parties, defendant or defendants therein. The Underwriter agrees to notify the Company for within a reasonable time of the assertion of any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter claim in connection with the Offeringsale of the Shares against it or any of its officers or directors or any person who controls the Underwriter within the meaning of Section 15 of the Securities Act.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively collectively, the “Company Indemnified Parties” ”), from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such any Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by any other persons through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s directors, Company and each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act (collectively collectively, the “Company "Indemnified Parties” and each a “Company Indemnified Party”" for purposes of this Section 8.2) against any lossand all losses, claimclaims, damagedamages, expense liabilities (including amounts paid in settlement with the written consent of the Underwriter) or liability whatsoever litigation (or any action, investigation or proceeding in respect thereof), including legal and other expenses) to which such Company the Indemnified Party Parties may become subjectsubject under any statute or regulation, under the Securities Act at common law or otherwise, insofar as such losslosses, claimclaims, damagedamages, expense, liability, action, investigation liabilities or proceeding arises expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of the Designated Portfolios or the Contracts; and arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectusthe Registration Statement, any Issuer Free Writing Prospectus, any “issuer information” filed prospectus or required to be filed pursuant to Rule 433(d) SAI of the Securities Act Regulations, any Registration Statement Fund or sales literature of the Prospectus, Fund developed by the Underwriter (or in any amendment or supplement theretoto any of the foregoing), or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only provided that this agreement to the extent that the untrue indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriter or Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Fund or its sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or shares of the Designated Portfolios; or arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund or Underwriter or person under their control with respect to the sale or distribution of the Contracts or shares of the Designated Portfolios; or arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus or sales literature for the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company through the Representative by or on behalf of the Fund; or arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or arise out of or result from any material breach of any representation and/or warranty made by the Underwriter specifically for use thereinin this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which information an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the parties hereto agree is limited performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Underwriters’ Information Company or the Accounts, whichever is applicable. The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Underwriter has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Party, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at is own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall reimburse bear the Company fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter independently in connection with the Offeringdefense thereof other than reasonable costs of investigation. The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Underwriter. Each UnderwriterThe Underwriter will, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated thereon or necessary in order to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in in any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each UnderwriterThe Underwriter agrees to indemnify, severally and not jointly, shall indemnify defend and hold harmless the Company, its directors and each of the Company’s directors, its officers who signed the Registration Statement and each personStatement, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which the Company or any such Company Indemnified Party director or officer may become subject, under the Securities Act Act, the Exchange Act, or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such loss, claim, damage, expense, liability, action, investigation liability or proceeding expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue or alleged untrue statement of a material fact contained in any Preliminary Prospectusthe Registration Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto), or (ii) arises out of or is based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited ; and to the Underwriters’ Information and shall reimburse the Company or any such director or officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company or any such party director or officer or controlling person in connection with investigating investigating, defending, settling, compromising or preparing to defend or defending against or appearing as third party witness in connection with paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement, investigation the Disclosure Package or proceedingthe Prospectus (or any amendment or supplement thereto) are the statements set forth in the first paragraph, as such fees the third paragraph, the last sentence of the fifth paragraph, the eleventh paragraph, the twelfth paragraph, the thirteenth paragraph, the seventeenth paragraph, the eighteenth paragraph, and expenses are incurredthe nineteenth paragraph under the caption “Underwriting” in the Prospectus. Notwithstanding the provisions of The indemnity agreement set forth in this Section 5.2, 8(b) shall be in no event shall addition to any indemnity by an liabilities that the Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offeringmay otherwise have.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information Information, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsCompany and each Selling Stockholder, its affiliates, directors and officers who signed the Registration Statement and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party and the Selling Stockholders may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectusthe Time of Sale Disclosure Package, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by the Underwriter through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(f)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company and the Selling Stockholders for any legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Prospectus, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusSection 5(d) Written Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by the Underwriter through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(f)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damagedamages or liabilities (or actions in respect thereof) (A) are determined by a court of competent jurisdiction to have resulted primarily and directly from the willful conduct or gross negligence of the Underwriter, expense, liability, action, investigation or proceeding arises (B) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s each Selling Stockholder, its respective directors, each of its officers who signed the Registration Statement Statement, employees and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 10, expense as incurred, but only with respect to untrue statements or liability whatsoever omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any action, investigation or proceeding in respect thereofamendment thereto), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Pricing Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulationsforegoing), any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which . The Company hereby acknowledges and agrees that the information the parties hereto agree is limited furnished to the Underwriters’ Information Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Prospectus: (i) the information in the fifth paragraph under the heading “Underwriting” relating to commissions and shall reimburse discounts, (ii) the Company for any legal or other expenses reasonably incurred by information in the eleventh, twelfth and thirteenth paragraphs under the heading “Underwriting” relating to price stabilization, short positions and penalty bids, and (iii) the information in the fifteenth paragraph under the heading “Underwriting” relating to electronic offer, sale and distribution of shares in each case contained in the Prospectus (such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such lossinformation, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering“Underwriter’s Information”).

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damagedamages or liabilities (or actions in respect thereof) are determined by a court of competent jurisdiction to have resulted primarily and directly from the willful misconduct or gross negligence of the Underwriter or any other indemnified party, expense, liability, action, investigation or proceeding arises arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, Company and the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an Underwriter under this Section 5.2 7(b) exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each UnderwriterUnderwriter will, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representative, or by such Underwriter through the Representative by or on behalf of any Underwriter Representative, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding incurred to the provisions extent, but only to the extent, that such loss, claim, damage, liability or action is based solely on an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use in the preparation thereof (it being understood and agreed that the only such information furnished by the Underwriter consists of this the information described as such in Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering6(e)).

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Selling Stockholders, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company or Selling Stockholder for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27.3, in no event shall any indemnity by an Underwriter under this Section 5.2 7.3 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “"Company Indemnified Parties” " and each a “"Company Indemnified Party”") against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “"issuer information” " filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “"issuer information” " filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use thereinthe Underwriter, which information the parties hereto agree is limited to the Underwriters’ Underwriter's Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s directors, Company and each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act (collectively collectively, the “Company "Indemnified Parties” and each a “Company Indemnified Party”" for purposes of this Section 8.2) against any lossand all losses, claimclaims, damagedamages, expense liabilities (including amounts paid in settlement with the written consent of the Underwriter) or liability whatsoever litigation (or any action, investigation or proceeding in respect thereof), including reasonable legal and other expenses) to which such Company the Indemnified Party Parties may become subjectsubject under any statute or regulation, under the Securities Act at common law or otherwise, insofar as such losslosses, claimclaims, damagedamages, expense, liability, action, investigation liabilities or proceeding arises expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Shares of the Designated Portfolios or the Contracts; and: arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed the registration statement or required to be filed pursuant to Rule 433(d) prospectus or SAI or sales literature of the Securities Act Regulations, any Registration Statement Fund (or the Prospectus, or in any amendment or supplement theretoto any of the foregoing), or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only provided that this agreement to the extent that the untrue indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Shares; or arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, the Adviser or the Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company through the Representative by or on behalf of the Fund, the Adviser or the Underwriter; or arise as a result of any failure by the Fund, the Adviser or the Underwriter specifically for use thereinto provide the services and furnish the materials under the terms of this Agreement (including, which information without limitation, a situation where the parties hereto agree is limited per share net asset values provided to the Underwriters’ Information Company under Section 1.4 are materially incorrect, or a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Adviser; as limited by and in accordance with the provisions of Sections 8.2(b), 8.2(c) and 8.2(d) hereof. The Underwriter shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the Company performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Adviser, the Underwriter or the Account, whichever is applicable. The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Underwriter has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Party, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent, include any factual stipulation to the Indemnified Parties or their conduct. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses reasonably subsequently incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter independently in connection with the Offeringdefense thereof other than reasonable costs of investigation. The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the "Company Indemnified Parties") against any losses, claims, damages, liabilities or Section 20 expenses (including, unless the Underwriter elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), joint or several, which arise out of or are based in whole or in part upon the Securities Act, the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any actionother federal, investigation state, local or proceeding in respect thereof)foreign statute or regulation, or at common law, on the ground or alleged ground that the Registration Statement or the Prospectus (as from time to which such Company Indemnified Party may become subject, under the Securities Act time amended and supplemented) includes or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any allegedly includes an untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement omits or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission allegedly omits to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, but in each case only to the extent that the untrue insofar as any such statement or omission was made in reliance upon upon, and in conformity with with, written information furnished to the Company by the Underwriter, directly or through an agent of the Representative by or on behalf of any Underwriter Underwriter, specifically for use thereinin the preparation thereof, which information and the parties hereto acknowledge and agree is limited that the only information furnished by the Underwriter to the Underwriters’ Information and shall reimburse the Company for inclusion in the Prospectus, as from time to time amended or supplemented, is the information under the caption "Plan of Distribution" in the Prospectus that does not describe this Agreement; provided, however, that in no case is the Underwriter to be liable with respect to any legal claims made against any Company Indemnified Party against whom the action is brought unless such Company Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other expenses reasonably incurred by first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party, but failure to notify the Underwriter of such party claim shall not relieve it from any liability which it may have to any Company Indemnified Party except to the extent such failure prejudices the Underwriter's defense of such action or otherwise than on account of its indemnity agreement contained in connection with investigating or preparing this paragraph. The Underwriter shall be entitled to defend or defending against or appearing as third party witness participate at their own expense in connection with the defense, or, if they so elect, to assume the defense of any suit brought to enforce any such loss, claim, damage, liability, actionbut, investigation if the Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by them. In the event that the Underwriter elects to assume the defense of any such suit and retain such counsel, the Company Indemnified Parties or proceedingcontrolling person or persons, as such defendant or defendants in the suit, shall bear the fees and expenses are incurredof any additional counsel retained by them, respectively. Notwithstanding The Underwriter shall not be liable to indemnify any person for any settlement of any such claim effected without the provisions of this Section 5.2, Underwriter's consent. This indemnity agreement is not exclusive and will be in no event addition to any liability which the Underwriter might otherwise have and shall not limit any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter rights or remedies which may otherwise be available at law or in connection with the Offeringequity to any Company Indemnified Party.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, the Company’s Company and its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter the Representative specifically for use therein, which information the parties hereto agree is limited to the UnderwritersUnderwriter’ Information Information, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability, which the Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 7(b) exceed the total discount and commission compensation received by such Underwriter in connection with the Offeringhereunder.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall (a) The Underwriter agrees to indemnify and hold harmless the Company, the Company’s directors, underwriter of the Contracts and each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act (collectively collectively, the “Company "Indemnified Parties” " and each a “Company individually an "Indemnified Party”" for purposes of this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter, which consent shall not be withheld for any settlement that would be commercially reasonable for the Indemnified Parties in the absence of this Section 5.2) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense or liability whatsoever and reasonable legal counsel fees incurred in connection therewith) (or any actioncollectively, investigation or proceeding in respect thereof), "Losses") to which such Company the Indemnified Party Parties may become subjectsubject under any statute, under the Securities Act at common law or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation Losses are related to the sale or proceeding arises acquisition of the Trust's Shares or the Contracts and: (i) arise out of or is are based upon (i) any untrue statement statements or alleged untrue statements of a any material fact contained in any Preliminary Prospectusthe Registration Statement, any Issuer Free Writing Prospectus, any “issuer information” filed prospectus or required to be filed pursuant to Rule 433(d) sales literature of the Securities Act Regulations, any Registration Statement Trust (or the Prospectus, or in any amendment or supplement theretoto any of the foregoing) (collectively, the "Trust Documents") or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only provided that this agreement to the extent that the untrue indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative Underwriter or Trust by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any legal amendment or other expenses reasonably incurred by such party in connection with investigating supplement) or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter otherwise for use in connection with the Offering.sale of the Contracts or Trust shares; or

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each (a) The Underwriter, severally on its own behalf and not jointlyon behalf of the Fund, shall agrees to indemnify and hold harmless the Company, the Company’s Company and each of its directors, its officers who signed the Registration Statement officers, employees or agents and each person, if any, who controls or is an "associated person" of the Company within the meaning of such terms under the federal securities laws (collectively, the "indemnified parties" for purposes of this Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”8.2) against any lossand all losses, claimcosts, damageexpenses, expense claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or liability whatsoever litigation (or any action, investigation or proceeding in respect thereof), including reasonable legal and other expenses) to which such Company Indemnified Party the indemnified parties may become subjectsubject under any statute, under the Securities Act regulation, at common law or otherwise, insofar as such losslosses, claimcosts, damageclaims, expensedamages, liability, action, investigation liabilities or proceeding arises expenses (or actions in respect thereof) or settlements: (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectusthe registration statement, any Issuer Free Writing Prospectus, any “issuer information” filed prospectus or required to be filed pursuant to Rule 433(d) statement of additional information for the Fund or sales literature or other promotional material of the Securities Act Regulations, any Registration Statement Fund (or the Prospectus, or in any amendment or supplement theretoto any of the foregoing), or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but misleading in each case only light of the circumstances in which they were made; provided that this agreement to the extent that the untrue indemnify shall not apply as to any indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative Underwriter or Fund by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature or other expenses reasonably incurred by such party in connection with investigating promotional material of the Fund (or preparing to defend any amendment or defending against supplement thereto) or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter otherwise for use in connection with the Offering.sale of the Contracts or Fund shares; or

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the CompanyPartnership, the Company’s directors, its directors and each of the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damagedamage and expense described in the indemnity contained in subsection (a) of this Section 6, expense as incurred, but only with respect to untrue statements or liability whatsoever omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any action, investigation or proceeding in respect thereofamendment thereto), to which such Company Indemnified Party may become subjector the Pre-Pricing Prospectus, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectusother preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus), or any “road show” (as defined in any amendment or supplement thereto, or (iiRule 433) the omission to state in any Preliminary Prospectus, any that does not constitute an Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through Partnership by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which . The Partnership hereby acknowledges and agrees that the information the parties hereto agree is limited furnished to the Underwriters’ Information and shall reimburse Partnership by the Company Underwriter expressly for use in the Registration Statement (or any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2amendment thereto), in no event shall any indemnity by preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) that does not constitute an Underwriter Issuer Free Writing Prospectus, consists exclusively of the sentence on the cover page of the Pre-Pricing Prospectus and the Prospectus relating to the delivery of the Units and the following information appearing in the Pre-Pricing Prospectus and the Prospectus under this Section 5.2 exceed the total discount following captions: paragraph one under the caption “Underwriting—Commissions and commission received by such Underwriter in connection with Discounts,” “Underwriting—Price Stabilization and Short Positions” and paragraph three under the Offeringcaption “Underwriting—Other Relationships.”

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, the Selling Shareholders, and the Company’s affiliates and each of their respective directors, its officers who signed the Registration Statement officers, employees, agents and each person, if any, who controls the Company and the Selling Shareholders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company and Selling Shareholder Indemnified Parties” and each a “Company and Selling Shareholder Indemnified Party”) from and against any losslosses, claimclaims, damage, expense damages or liability whatsoever liabilities (or including in settlement of any action, investigation or proceeding in respect thereof), to which litigation if such Company Indemnified Party may become subject, under settlement is effected with the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises prior written consent of the Underwriter) arising out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company and/or the Selling Shareholders for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.210(b), in no event shall any indemnity by an the Underwriter under this Section 5.2 10(b) exceed the total discount and commission discounts received by such the Underwriter in connection with the Offering. The indemnification obligations under this Section 10(b) are not exclusive and will be in addition to any liability, which the Company and/or the Selling Shareholders might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company and Selling Shareholder Indemnified Party.

Indemnification by the Underwriter. Each (a) The Underwriter, severally on its own behalf and not jointlyon behalf of the Fund, shall agrees to indemnify and hold harmless the Company, the Company’s Company and each of its directors, its officers who signed the Registration Statement officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws (collectively, the "indemnified parties" for purposes of this Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”8.2) against any lossand all losses, claimclaims, damagedamages, expense liabilities (including amounts paid in settlement with the written consent of the Underwriter) or liability whatsoever litigation (or any action, investigation or proceeding in respect thereof), including reasonable legal and other expenses) to which such Company Indemnified Party the indemnified parties may become subjectsubject under any statute, under the Securities Act regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damagedamages, expense, liability, action, investigation liabilities or proceeding arises expenses (or actions in respect thereof) or settlements: (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectusthe registration statement, any Issuer Free Writing Prospectus, any “issuer information” filed prospectus or required to be filed pursuant to Rule 433(d) statement of additional information for the Fund or sales literature or other promotional material of the Securities Act Regulations, any Registration Statement Fund (or the Prospectus, or in any amendment or supplement theretoto any of the foregoing), or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but misleading in each case only light of the circumstances in which they were made; provided that this agreement to the extent that the untrue indemnify shall not apply as to any indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of untrue statements or representations (other than statements or representations contained in the Contracts 21 or in the Contract or Fund registration statement, the Contract or Fund prospectus, statement of additional information, or sales literature or other promotional material for the Contracts or of the Fund not supplied by the Underwriter or the Fund or persons under the control of the Underwriter or the Fund, respectively) or willful malfeasance, bad faith or gross negligence of the Underwriter or the Fund or persons under the control of the Underwriter or the Fund, respectively, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through the Representative by or on behalf of the Underwriter or the Fund or persons under the control of the Underwriter or the Fund; or (iv) arise as a result of any Underwriter specifically for use therein, which information failure by the parties hereto agree is limited Fund to provide the Underwriters’ Information services and shall reimburse furnish the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding materials under the provisions terms of this Section 5.2Agreement (including a failure, whether unintentional or in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection good faith or otherwise, to comply with the Offering.diversification requirements and procedures related thereto specified in Article VI of this Agreement except if such failure is a result of the Company's failure to comply with the notification procedures specified in Article VI); or

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsCompany and each Selling Stockholder, its affiliates, directors and officers who signed the Registration Statement and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party or the Selling Stockholders may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, Rules and Regulations or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(f)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company and the Selling Stockholders for any out-of-pocket legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each UnderwriterUnderwriter will, severally and not jointly, shall indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement Controlling Shareholder and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Selling Shareholder against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which the Company, the Controlling Shareholder and such Company Indemnified Party Selling Shareholder may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectusthe Time of Sale Disclosure Package, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or required arise out of or are based upon the omission or alleged omission to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof, which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company Company, the Controlling Shareholder and such Selling Shareholder for any legal or other expenses reasonably incurred by the Company, the Controlling Shareholder or such party Selling Shareholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, liability or action, investigation or proceeding, as such fees and legal or other expenses are incurred. Notwithstanding the provisions of this Section 5.2; provided, however that such reimbursements shall be made in no event shall any indemnity greater frequency than once every thirty (30) days, unless otherwise agreed to by an the Company, Controlling Shareholders and the Underwriter under this Section 5.2 exceed or such Selling Shareholder and the total discount and commission received by such Underwriter in connection with the OfferingUnderwriter, as applicable.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as to the extent such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon caused by (i) any untrue statement of a material fact contained in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Registration Statement, Preliminary Prospectus, any Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, in light of the circumstances in which such statements were made), but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use thereinthe Underwriter, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, Company and the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company Company, if any, by or through the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, MBC, the Company’s and MBC’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or MBC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or MBC through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the CompanyCompany for and against any losses, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls damages or liabilities to which the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities 1933 Act or otherwise, insofar as such losslosses, claim, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions or claims in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, the Prospectus (or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto), the Preliminary Prospectus or any Issuer Free Writing Prospectus or the Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any amendment or supplement thereto, the Prospectus (or any amendment or supplement thereto), the Preliminary Prospectus or any Issuer Free Writing Prospectus or the Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use thereinInformation, which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such lossaction or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, damage, liability, action, investigation or proceeding, as provided that (subject to Section 7(c) hereof) any such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection settlement is effected with the Offeringwritten consent of the Underwriter).

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and or in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act RegulationsRules and Regulations or any roadshow materials, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by the Underwriter through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), which information or (iii) any investigation or proceeding by any governmental authority relating to or arising out of either clause (i) or (ii) above, whether commenced or threatened and whether or not the parties hereto agree Company is limited a target of or party to such investigation or proceeding, and the Underwriters’ Information and shall Underwriter will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter Underwriter, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which the Company, or any such Company Indemnified Party director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation liability or proceeding expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto), or (ii) arises out of or is based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, and only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited ; and to the Underwriters’ Information and shall reimburse the Company Company, or any such director, officer, or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such party director, officer, or controlling person in connection with investigating investigating, defending, settling, compromising or preparing to defend or defending against or appearing as third party witness in connection with paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement, investigation any Preliminary Prospectus or proceedingthe Prospectus (or any amendment or supplement thereto) are the statements set forth in the first paragraph and the second, as such fees third, fourth, twelfth, thirteenth and expenses are incurredfourteenth paragraphs in each case under the caption “Underwriting” in the Prospectus. Notwithstanding the provisions of The indemnity agreement set forth in this Section 5.2, 8(b) shall be in no event shall addition to any indemnity by an liabilities that the Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offeringmay otherwise have.

Indemnification by the Underwriter. Each UnderwriterThe Underwriter will, severally and not jointly, shall indemnify and hold harmless the Selling Stockholders and the Company, the Company’s directorstheir respective affiliates, its directors and officers who signed the Registration Statement (as applicable) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such the Selling Stockholders or the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated thereon or necessary in order to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in in any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Selling Stockholders or the Company through by the Representative by or on behalf of any Underwriter Underwriter, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 7(f)), which information and will reimburse the parties hereto agree is limited to the Underwriters’ Information and shall reimburse Selling Stockholders or the Company for any legal or other expenses reasonably incurred by such party the Selling Stockholders or the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter you, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, or any issuer information” free writing prospectus, or any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriter shall indemnify and hold harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any the Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party any Company Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an the Underwriter under this Section 5.2 exceed the total discount and commission received by such the Underwriter in connection with the this Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall 8.2(a) The Underwriter agrees to indemnify and hold bold harmless the Company, the Company’s directors, Company and each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act (collectively collectively, the “Company "Indemnified Parties” and each a “Company Indemnified Party”" for purposes of this Section 8.2) against any lossand all losses, claimclaims, damagedamages, expense liabilities (including amounts paid in settlement with the written consent of the Underwriter) or liability whatsoever litigation (or any action, investigation or proceeding in respect thereof), including legal and other expenses) to which such Company the Indemnified Party Parties may become subjectsubject under any statute, under the Securities Act at common law or otherwise, insofar as such losslosses, claim, damagedamages, expense, liability, action, investigation liabilities or proceeding arises expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or prospectus or sales literature of the Prospectus, Trust (or in any amendment or supplement theretoto any of the foregoing), or (ii) arise out of or are based upon the omission or the alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only provided that this agreement to the extent that the untrue indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company through the Representative by or on behalf of the Trust; or (iv) arise as a result of any failure, whether intentional or unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter specifically for use therein, which information in this Agreement or arise out of or result from any other material breach of this Agreement by the parties hereto agree is Underwriter; as limited to the Underwriters’ Information by and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection accordance with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount Sections 8.2(b) and commission received by such Underwriter in connection with the Offering8.2(c) hereof.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter agrees to indemnify and hold harmless the Company, the Company’s each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which the Company, or any such Company Indemnified Party director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation liability or proceeding expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto), or (ii) arises out of or is based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, and only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for use therein, which information the parties hereto agree is limited ; and to the Underwriters’ Information and shall reimburse the Company Company, or any such director, officer, or controlling person for any legal or and other expenses expense reasonably incurred by the Company, or any such party director, officer, or controlling person in connection with investigating investigating, defending, settling, compromising or preparing to defend or defending against or appearing as third party witness in connection with paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement, investigation any Preliminary Prospectus or proceedingthe Prospectus (or any amendment or supplement thereto) are the statements set forth in the first paragraph and the second, as such fees third, fourth, twelfth and expenses are incurredfourteenth paragraphs in each case under the caption “Underwriting” in the Prospectus. Notwithstanding the provisions of The indemnity agreement set forth in this Section 5.2, 8(b) shall be in no event shall addition to any indemnity by an liabilities that the Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offeringmay otherwise have.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, Company and the Company’s directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative Underwriter by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the UnderwritersUnderwriter’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an Underwriter under this Section 5.2 7(b) exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof), liabilities to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through by you, or by the Representative by or on behalf of any Underwriter Underwriter, specifically for use thereinin the preparation thereof (it being understood and agreed that the only information furnished by the Underwriter consists of the information described as such in Section 6(e)), which information the parties hereto agree is limited to the Underwriters’ Information and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering.

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, shall The Underwriter will indemnify and hold harmless the Company, the Company’s directorsits affiliates, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, from and each a “Company Indemnified Party”) against any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with investigating or defending against such loss, claim, damage, expense damage or liability whatsoever (or any action, investigation or proceeding in respect thereof), as such expenses are incurred) to which such the Company Indemnified Party may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” free writing prospectus, any issuer information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives, or by another Underwriter through the any Representative by or on behalf of any Underwriter its counsel, specifically for use therein, which in the preparation thereof (it being understood and agreed that the only information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 5.2, in no event shall any indemnity furnished by an Underwriter under this consists of the information described as such in Section 5.2 exceed the total discount and commission received by such Underwriter in connection with the Offering6(e)).

Indemnification by the Underwriter. Each Underwriter, severally and not jointly, The Underwriters shall indemnify and hold harmless the Company, the Company’s Company and its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter the Representative specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information Information, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. Notwithstanding the provisions of this Section 5.27(b), in no event shall any indemnity by an Underwriter the Underwriters under this Section 5.2 7(b) exceed the total discount and commission compensation received by such Underwriter in connection with the OfferingUnderwriters hereunder.