delivery of the Public Securities pursuant to
the Deposit Agreement and such other matters related thereto as the Representative reasonably requests.
of Agreements before Signing. On the date hereof, the Company shall have delivered to the Representative executed
copies of this Agreement and the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished
with such documents and certificates as they may reasonably request. Such additional documents shall include a certificate evidencing
the good standing of the Company and any of the Subsidiaries.
of Underwriter. The Company agrees to indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers
and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which such Underwriter or such person
may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected
with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any
subsequent time pursuant to Rules 430A and 430B of the Regulations, or arise out of or are based upon the omission from the Registration
Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure
Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed
to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or in any
other materials used in connection with the offering of the Public Securities, 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, in
light of the circumstances under which they were made, not misleading, (iii) in whole or in part, any material breach in the representations
and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations
hereunder or under law, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection
with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out
of or is based upon the Underwriter’s Information.
of Company. Each Underwriter, severally and not jointly, will indemnify, defend and hold harmless the Company, its
affiliates, directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section