Common use of Indemnification by the Selling Stockholders Clause in Contracts

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter 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 (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure MaterialsRules and Regulations, or any Written Testing-the-Waters Communication, or any Selling Stockholder Informationroad show, or in any amendment (ii) arise out of or supplement thereto, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall agrees to indemnify and hold harmless the each Underwriter Indemnified Parties Party against any losslosses, claimclaims, damagedamages, expense liabilities or liability whatsoever expenses (including, unless such Selling Stockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), which may be based upon the Securities Act, the 20 21 SOUNDVIEW FINANCIAL GROUP, INC. RAYMXXX XXXEX & XSSOCIATES JULY___, 1998 Exchange Act, or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any actionPreliminary Prospectus, investigation the Registration Statement or proceeding in respect thereof)the Prospectus, as from time to which such Underwriter 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 (Atime amended and supplemented) any untrue statement or alleged includes an untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission omits to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 (C) any breach therein, in light of the representations circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection conformity with, written information furnished to the Company by any Underwriter, directly or relating through the Representatives, specifically for use in any manner tothe preparation thereof; provided, this Agreementhowever, that the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding indemnification obligation arising out of or based upon matters covered by subclause (A), (B) or (C) above of under this Section 10(b8(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) apply only to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or expense is caused by or liability resulted directly from any such act or failure related to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, alleged untrue statement or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials omission made in reliance upon and in conformity with written information furnished relating to such Selling Stockholder through furnished in writing to the Underwriter Company by or on behalf of such Selling Stockholder expressly for use thereinin the Registration Statement, which information any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to assume the defense of any such suit and retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Selling Stockholder shall have specifically authorized the retaining of such counsel, or (ii) the parties hereto agree is limited to such suit include such Underwriter Indemnified Parties and such Selling Stockholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or more legal defenses may be available to it or them which may not be available to such Selling Stockholder’s own , in which case such Selling Stockholder Informationshall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. Subject to Section 8(e) below, and not Selling Stockholder Information provided by other Selling Stockholders. This this indemnity agreement is not exclusive and will be in addition to any liability, liability which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. The Company and the Selling Stockholders may agree, as among themselves and without limiting the rights of the Underwriters under this Agreement, as to their respective amounts of such liability for which they each shall be responsible.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations or any road show, or (Bii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any out-of-pocket legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter Indemnified Parties within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any Preliminary Offering Circularother 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, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations or any road show, or (Bii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 or (C) any breach of the representations misleading, and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by will reimburse the Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriter’s discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders shall severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify the Company Parties and save and hold each of them harmless the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter 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 and pay on behalf of or is based upon reimburse such Company Party as and when incurred for any Losses in excess of the Basket (Aas defined in Section 9B(i)) which any untrue statement such Company Party suffers, sustains or alleged untrue statement of becomes subject to, as a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, result of: (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (Ca) any breach of the representations and warranties any representation or warranty of such Selling Stockholder contained herein under this Agreement; or failure (b) any nonfulfillment or breach of any covenant, agreement or other provision in this Agreement by such Selling Stockholder; provided that a Selling Stockholder’s aggregate liability under clauses (a) and (b) above (other than with respect to the Excluded Representations and the Special IP Representations) shall in no event exceed the amount paid to such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by in the Underwriter in connection with, or relating in any manner to, this Agreement, Repurchase Transaction (the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A“Stockholder Cap”), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that but with it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; providedbeing understood, however, that nothing in this Agreement (including this Paragraph 9B) shall limit or restrict any of the Company Parties’ right to maintain or recover any amount from a particular Selling Stockholder in connection with any action or claim based upon fraud or intentional misrepresentation. For purposes of determining the inaccuracy or breach of any representation or warranty in ARTICLE 7 and the amount of any Losses that are indemnifiable hereunder, each such representation and warranty (including any representation or warranty referenced therein) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). The indemnification obligations of each Selling Stockholder shall be several and not joint and no Selling Stockholder shall have any liability for any breach of representation or warranty by any other Selling Stockholder. All indemnification payments made by Selling Stockholders under this Paragraph 9B(ii) shall be liable in any such case deemed adjustments to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished amount paid to such Selling Stockholder through in the Underwriter expressly for use therein, which information the parties hereto agree is limited Repurchase Transaction.” 2.14. A new Section 9J shall be added to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition Recapitalization Agreement to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.read as follows:

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading, and warranties to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, counsel chosen by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included Representatives) as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses are reasonably incurred by that Underwriter Indemnified Party such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder through from the Underwriter expressly for use therein, which information the parties hereto agree is limited to the sale of Shares sold by such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdershereunder. This The indemnity agreement is not exclusive and will set forth in this Section 8(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company or the Subsidiary has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any road show, or (Bii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure MaterialsRules and Regulations, or any Written Testing-the-Waters Communication, or any Selling Stockholder Informationroad show, or in any amendment (ii) arise out of or supplement thereto, 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 misleading, and will reimburse each Underwriter for any out-of-pocket legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the In connection with any Registration Statement, each Selling Stockholders severally in proportion Securityholder will furnish to the number of Shares to be sold by Company in writing such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless information as the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, Company reasonably requests as required under the Securities Act for use in connection with the preparation of any such Registration Statement or otherwiseProspectus and agrees to indemnify and hold harmless, insofar as such lossto the full extent permitted by law, claimbut without duplication, damagethe Company, expenseits officers, liabilitydirectors, actionstockholders, investigation or proceeding arises out employees, advisors and agents, and each Person who controls (within the meaning of or is based upon the Securities Act) the Company, against all Indemnifiable Costs and Expenses resulting from (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materialsin, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, omission of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (Ca Prospectus in light of the circumstances under which they were made) not misleading to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission is made in reliance upon and or in conformity with written any information so furnished to in writing by such Selling Stockholder through Securityholder to the Underwriter Company expressly for use thereinin such Registration Statement or Prospectus, which information or (ii) any violation or alleged violation by such Selling Securityholder of the parties hereto agree is limited Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such Registration Statement. No Selling Securityholder shall be required to provide indemnification under this SECTION 8(B) in excess of an amount equal to the net proceeds to such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided Securityholder from the disposition of the Registrable Securities disposed of by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition such Securityholder pursuant to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyRegistration Statement.

Indemnification by the Selling Stockholders. Each (a) It shall be a condition precedent to any right of registration under this Agreement that each Selling Stockholder shall furnish to the Company in writing such information as shall be reasonably requested by the Company concerning each Selling Stockholder and the Registrable Shares held by him for use in a Registration Statement or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto ("Prospectus"), and each Selling Stockholder hereby agrees to indemnify the Company, its officers and directors, each person, if any, who controls the Company within the meaning of Section 15 of the Selling Stockholders severally in proportion Securities Act, and each underwriter or broker of the Registrable Shares registered pursuant to such request, and each person, if any, who controls such underwriter or broker within the number meaning of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless Section 15 of the Underwriter Indemnified Parties Securities Act against any losslosses, claimclaims, damageexpenses, expense damages or liability whatsoever (liabilities to which the Company or any action, investigation such officer or proceeding in respect thereof), to which such Underwriter Indemnified Party director or broker or underwriter or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damageexpenses, expensedamages or liabilities (or actions or proceedings, liabilitywhether commenced or threatened, action, investigation or proceeding arises in respect thereof) arise out of or is are based upon (A) any untrue statement (or alleged untrue untrue) statement of a any material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materialsin, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or (necessary to make the statements therein not misleading or (C) any breach therein, in light of the representations and warranties of such Selling Stockholder contained herein circumstances under which they are made, not misleading) omitted from (or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (Aallegedly omitted from), (B) a Registration Statement or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable Prospectus covering the Registrable Shares, in the each case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such lossextent, claim, damage, expense or liability resulted directly from any such act or failure but only to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, howeverextent, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials was made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder through the Underwriter expressly specifically for use therein, which information the parties hereto agree is limited to the in such Selling Stockholder’s own Registration Statement. Each Selling Stockholder Information, hereby agrees upon the reasonable request of the Company to execute such additional documents and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyinstruments that set forth the indemnification provision contained herein.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders selling Stockholder agrees (severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly) to indemnify and hold harmless the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof)harmless, to which such Underwriter Indemnified Party may become subjectthe fullest extent permitted by law, under the Company, its Directors and officers and each Person who controls (within the meaning of the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of the Exchange Act) or is based upon deemed to control the Company, and any other selling stockholder and any of such other selling stockholders partners, directors or officers and any Person who controls such other selling Stockholder (Awithin the meaning of the Securities Act or the Exchange Act), from and against any Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering CircularRegistration Statement under which such Registrable Shares were registered or sold under the Securities Act (including any final, the Offering Statement preliminary or the Final Offering Circular summary Prospectus contained therein or any amendment thereof or supplement thereto, thereto or any documents incorporated by reference therein) or (Bii) the omission or alleged any omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (Ca Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such lossnot misleading, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case but only to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from is contained in such Stockholder’s Selling Holder Information. In no event shall the liability of any Preliminary Offering Circular, selling Stockholder hereunder be greater in amount than the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any dollar amount of the Pricing Disclosure Materials made proceeds actually received by such selling Stockholder from the sale of its Registrable Shares in reliance upon and in conformity with written information furnished the offering giving rise to such Selling indemnification obligation, less any amounts paid by such Stockholder through pursuant to Section 4.6.4 and any amounts paid by such Stockholder as a result of liabilities incurred under the Underwriter expressly for use thereinunderwriting agreement, which information if any, related to such sale. Each selling Stockholders shall also indemnify the parties hereto agree is limited underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information same extent as provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition above (with appropriate modification) with respect to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partythe indemnification of the indemnified parties.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion Stockholders, jointly and severally, agrees to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act or the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such officer, employee or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), 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 (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A or 430B under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the representations and warranties Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of such Selling Stockholder contained herein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, (iii) any act or failure to act, act or any alleged act or failure to act, act by the any Underwriter in connection with, or relating in any manner to, this Agreement, the Securities Shares or the offeringoffering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation liability or proceeding action arising out of or based upon matters any matter covered by subclause clause (A), (Bi) or (Cii) above of this Section 10(b) (above, provided that such the Selling Stockholder Stockholders shall not be liable in the case of any matter covered by under this subclause clause (Ciii) to the extent that it is determined in a final judgment by a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, expense liability or liability action resulted directly from any such act acts or failure failures to act undertaken or omitted to be taken by the such Underwriter through its gross negligence negligence, bad faith or willful misconduct); and to reimburse each Underwriter and each such officer, employee and shall reimburse the Underwriter Indemnified Party promptly upon demand controlling person for any legal and all expenses (including the fees or other and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in only apply to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, however, that the liability of any Selling Stockholder under the foregoing indemnity agreement shall be limited to an amount equal to the public offering price of the Offered Shares sold by such Selling Stockholder through less the Underwriter expressly for use therein, which information underwriting discounts as set forth on the parties hereto agree is limited to cover page of the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling StockholdersProspectus. This The indemnity agreement is not exclusive and will set forth in this Section 9(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such controlling person may become subject, under the Securities 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 Company, which consent shall not be unreasonably withheld), 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of subparagraphs (i) and (ii) of this Section 7(a)(2) to the extent, but only to the extent, that 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 or such Underwriter by such Selling Stockholder, directly or through such Selling Stockholder's representatives, specifically for use in the preparation thereof; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its their respective obligations hereunder or pursuant to any under law, ; or (v) any act or failure to act, act or any alleged act or failure to act, act by the any Underwriter in connection with, or relating in any manner to, this Agreement, the Securities Shares or the offeringoffering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation liability or proceeding action arising out of or based upon matters any matter covered by subclause clause (Ai), (Bii), (iii) or (Civ) above of this Section 10(b) (above, provided that such Selling Stockholder shall not be liable in the case of any matter covered by under this subclause clause (Cv) to the extent that it is determined in a final judgment by a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, expense liability or liability action resulted directly from any such act acts or failure failures to act undertaken or omitted to be taken by the such Underwriter through its gross negligence bad faith or willful misconduct), ; and shall to reimburse the each Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal and all expenses (including the fees or other and disbursements of counsel chosen by Xxxxxxxxx Xxxxxxxx) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action; PROVIDED, investigation or proceeding, as such fees and expenses are incurred; provided, howeverHOWEVER, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in apply to any such case loss, claim, damage, liability or expense to the extent extent, but only to the extent, that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder through by the Underwriter Representatives expressly for use thereinin the Registration Statement, which information any preliminary prospectus or the parties hereto agree is Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense; PROVIDED, FURTHER, that the liability of each Selling Stockholder under the foregoing indemnity agreement shall be limited to the product of (1) the number of Shares sold by such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders(2) the public offering price of the Shares as set forth on the cover page of the Prospectus minus the underwriting discount and commission per Share as set forth on the cover page of the Prospectus. This The indemnity agreement is not exclusive and will set forth in this Section 7(a) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such no Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder the Company by you, or by any Underwriter through the Underwriter expressly you, specifically for use therein, which in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the parties hereto agree is limited to the information described as such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartySection 6(f).

Indemnification by the Selling Stockholders. Each In the event that the Over-Allotment Option is exercised, each Selling Stockholder, severally and not jointly, hereby indemnifies and holds harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder Act, from and not jointly shall indemnify and hold harmless the Underwriter Indemnified Parties against any lossall Liabilities, claim, damage, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such Underwriter Indemnified Party or such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises Liabilities arise out of or is are based upon upon: (Ai) any untrue statement or alleged untrue statement of a any material fact contained in (A) the Registration Statement or any amendment thereto, or any Preliminary Offering Circular, the Offering Statement Prospectus or the Final Offering Circular Prospectus or any amendment or supplement thereto, or (B) any Blue Sky Application; or (ii) the omission or alleged omission to state in the Registration Statement or any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materialsamendment thereto, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, Preliminary Prospectus or in the Prospectus or any amendment or supplement thereto, or in any Blue Sky Application, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurredmisleading; provided, however, that such no Selling Stockholder shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage, expense or liability arises Liabilities arise out of or is are based upon (i) an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company through you by or on behalf of any Underwriter specifically for use in the preparation of the Registration Statement or any such amendment thereto, any such Blue Sky Application, or any such Preliminary Prospectus or the Prospectus or any such amendment or supplement thereto or (ii) any untrue statement or omission or alleged untrue statement or omission in a Preliminary Prospectus if the Prospectus (or the Prospectus as amended and supplemented) corrects the untrue statement or omission or the alleged untrue statement or omission which is the basis for the loss, claim, damage, liability, action or proceeding for which indemnification is sought and a copy of the Prospectus (or the Prospectus as amended and supplemented) was not sent or given to any person who received a Preliminary Prospectus, at or before the confirmation of the sale to any such person, in any case where such delivery is required by the Act; and provided further that in no event shall the liability of any Selling Stockholder for indemnification under this Section 6(b) (and for contribution under Section 7 with respect to indemnification under this Section 6(b)) exceed the amount of the aggregate Share Purchase Price paid to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdersunder this Agreement. This The foregoing indemnity agreement is not exclusive and will shall be in addition to any liability, other liability which such any Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the In connection with any Registration Statement, each Selling Stockholders severally in proportion Securityholder will furnish to the number of Shares to be sold by Company in writing such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless information as the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, Company reasonably requests as required under the Securities Act for use in connection with the preparation of any such Registration Statement or otherwiseProspectus and agrees to indemnify and hold harmless, insofar as such lossto the full extent permitted by law, claimbut without duplication, damagethe Company, expenseits officers, liabilitydirectors, actionstockholders, investigation or proceeding arises out employees, advisors and agents, and each Person who controls (within the meaning of or is based upon the Securities Act) the Company, against all Indemnifiable Costs and Expenses resulting from (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularin, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (Ca Prospectus in light of the circumstances under which they were made) not misleading to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission is made in reliance upon and or in conformity with written any information so furnished to in writing by such Selling Stockholder through Securityholder to the Underwriter Company expressly for use thereinin such Registration Statement or Prospectus, which information or (ii) any violation or alleged violation by such Selling Securityholder of the parties hereto agree is limited Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such Registration Statement. No Selling Securityholder shall be required to provide indemnification under this Section 8(b) in excess of an amount equal to the net proceeds to such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided Securityholder from the disposition of the Registrable Securities disposed of by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition such Securityholder pursuant to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyRegistration Statement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall severally agrees to indemnify and hold harmless (i) the Underwriter Indemnified Parties Company, 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 1933 Act or Section 20 of the 1934 Act, in accordance with the terms of the Registration Rights Agreement, (ii) each other Selling Stockholder and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act and each of the respective officers, directors and employees of each of the foregoing in accordance with the terms of the Registration Rights Agreement and (iii) each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage, damage and expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which any International Manager, or such Underwriter Indemnified Party aforementioned persons may become subject, subject under the Securities Act 1933 Act, or otherwise, insofar as such loss, liability, claim, damage, expenseand expense arise out of, liability, action, investigation or proceeding arises out of or is based upon (A) upon, any untrue statement or alleged untrue statement of a any material fact contained made in the Registration Statement (or any Preliminary Offering Circularamendment thereto), including the Offering Statement Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Final Offering Circular International Prospectus (or any amendment or supplement thereto) or arises out of, (B) or is based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offeringmisleading, and which is included as part of will reimburse such International Manager or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand aforementioned persons for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party them in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, liability, claim, damage or expense, in each instance to the extent, but only to the extent, that any such loss, liability, claim, damage, expenseand expense arises out of, liabilityor is based upon, actionan untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in said Registration Statement (or any amendment thereto) including the Rule 430A Information and Rule 434 Information if applicable, investigation or proceedingany preliminary prospectus or International Prospectus (or any amendment or supplement thereto) in reliance upon, as and in conformity with, written information furnished to the Company by or on behalf of such fees and expenses are incurredSelling Stockholder specifically for use therein; provided, however, that (x) the liability of any Selling Stockholder under this Section 6(b)(iii) shall be limited to an amount equal to the proceeds of the sale of International Securities by such Selling Stockholder (net of all costs and expenses (including underwriting commissions and disbursements) paid or incurred by such Selling Stockholder in connection with the registration and sale of the International Securities) and (y) the foregoing indemnity provided under Section 6(b)(iii) with respect to any preliminary prospectus shall not be liable in any such case inure to the extent that benefit of any International Manager (or to the benefit of any person controlling such International Manager) from whom the person asserting any such loss, claimliability, damage, expense claim or liability arises out of or is based upon an damage purchased International Securities if such untrue statement in, or omission from or alleged untrue statement or omission made in such preliminary prospectus is eliminated or remedied in the International Prospectus (as amended or supplemented by the Company if the Company shall have furnished any Preliminary Offering Circular, the Offering Statement amendments or the Final Offering Circular, or any such amendment or supplement supplements thereto, or any ) and a copy of the Pricing Disclosure Materials made in reliance upon and in conformity with written information International Prospectus (as so amended or supplemented), which at such time had been provided to the International Managers for their use, shall not have been furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited person at or prior to the written confirmation of sale of such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition Securities to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyperson.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter Indemnified Parties within the meaning of the Securities Act and the Exchange Act, each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading, in each case to the extent, and warranties of only to the extent, that such Selling Stockholder contained herein untrue statement or failure of such Selling Stockholder to perform its obligations hereunder alleged untrue statement or pursuant to any lawomission or alleged omission was made in the Registration Statement, any act or failure to actIssuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus, or the Prospectus (or any alleged act amendment or failure supplement thereto), in reliance upon and in conformity with written information furnished to act, the Company by the Underwriter in connection withSelling Stockholders expressly for use therein and to reimburse each Underwriter, or relating in its officers, directors, employees, agents and each such controlling person for any manner to, this Agreement, and all expenses (including the Securities or the offering, fees and which is included as part disbursements of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken counsel chosen by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other Representative) as such expenses are reasonably incurred by that Underwriter Indemnified Party such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder through from the Underwriter expressly for use therein, which information the parties hereto agree is limited to the sale of Shares sold by such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdershereunder. This The indemnity agreement is not exclusive and will set forth in this Section 8(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 upon: (Ai) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the omission or alleged omission to state in any Preliminary Offering CircularRules and Regulations, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, or any Selling Stockholder Informationroadshow, or in any amendment (ii) the omission or supplement thereto, alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; providedin each case to the extent, howeverbut only to the extent, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder through the Underwriter expressly specifically for use therein, which information in the parties hereto agree is preparation thereof. The aggregate liability of each Selling Stockholder under this Section 8(b) hereof shall be limited to an amount equal to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided sum of the aggregate purchase price of the shares of Common Stock sold by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyunder this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares Securities to be sold by such Selling Stockholder hereunder and not jointly shall hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any road show, or (Bii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) actually received by such Selling Stockholder shall not from the sale of the Securities pursuant to this Agreement and (z) no Selling Stockholder will be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement in or omission from or alleged omission made in the Registration Statement, any Preliminary Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering CircularProspectus, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made issuer free writing prospectus, in reliance upon and in conformity with written information furnished to such Selling Stockholder the Company by any Underwriter through the Underwriter expressly Representatives for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter Indemnified Parties within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations or any road show, or (Bii) arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 or (C) any breach of the representations misleading, and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by will reimburse the Underwriter for any out-of-pocket legal or other expenses reasonably incurred by it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriter’s discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall severally agrees to indemnify and hold harmless (i) the Company, 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 1933 Act or Section 20 of the 1934 Act, in accordance with the terms of the Registration Rights Agreement; (ii) each other Selling Stockholder and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act and each of the respective officers, directors and employees of each of the foregoing in accordance with the terms of the Registration Rights Agreement and (iii) each U.S. Underwriter Indemnified Parties and each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage, damage and expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which any U.S. Underwriter, or such Underwriter Indemnified Party aforementioned persons may become subject, subject under the Securities Act 1933 Act, or otherwise, insofar as such loss, liability, claim, damage, expenseand expense arise out of, liability, action, investigation or proceeding arises out of or is based upon (A) upon, any untrue statement or alleged untrue statement of a any material fact contained made in the Registration Statement (or any Preliminary Offering Circularamendment thereto), including the Offering Statement Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Final Offering Circular U.S. Prospectus (or any amendment or supplement thereto) or arises out of, (B) or is based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offeringmisleading, and which is included as part of will reimburse such U.S. Underwriter or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand aforementioned persons for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party them in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, liability, claim, damage or expense, in each instance to the extent, but only to the extent, that any such loss, liability, claim, damage, expenseand expense arises out of, liabilityor is based upon, actionan untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in said Registration State- ment (or any amendment thereto) including the Rule 430A Information and Rule 434 Information if applicable, investigation or proceedingany preliminary prospectus or U.S. Prospectus (or any amendment or supplement thereto) in reliance upon, as and in conformity with, written information furnished to the Company by or on behalf of such fees and expenses are incurredSelling Stockholder specifically for use therein; provided, however, that (x) the liability of any Selling Stockholder under this Section 6(b)(iii) shall be limited to an amount equal to the proceeds of the sale of U.S. Securities by such Selling Stockholder (net of all costs and expenses (including underwriting commissions and disbursements) paid or incurred by such Selling Stockholder in connection with the registration and sale of the U.S. Securities) and (y) the foregoing indemnity provided under Section 6(b)(iii) with respect to any preliminary prospectus shall not be liable in any such case inure to the extent that benefit of any U.S. Underwriter (or to the benefit of any person controlling such U.S. Underwriter) from whom the person asserting any such loss, claimliability, damage, expense claim or liability arises out of or is based upon an damage purchased U.S. Securities if such untrue statement in, or omission from or alleged untrue statement or omission made in such preliminary prospectus is eliminated or remedied in the U.S. Prospectus (as amended or supplemented by the Company if the Company shall have furnished any Preliminary Offering Circular, the Offering Statement amendments or the Final Offering Circular, or any such amendment or supplement supplements thereto, or any ) and a copy of the Pricing Disclosure Materials made in reliance upon and in conformity with written information U.S. Prospectus (as so amended or supplemented), which at such time had been provided to the U.S. Underwriters for their use, shall not have been furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited person at or prior to the written confirmation of sale of such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling StockholdersSecurities to such person. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading, and warranties to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, counsel chosen by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included Representatives) as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses are reasonably incurred by that Underwriter Indemnified Party such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such a Selling Stockholder shall not only be liable in any such case subject to the extent foregoing indemnity agreement to the extent, but only to the extent, that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder through the Underwriter expressly for use thereinin the Registration Statement, which any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any selling stockholder consists of the parties hereto agree is information concerning such stockholder set forth under the heading "Principal and Selling Stockholders," or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder’s own Stockholder from the sale of Shares sold by such Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdershereunder. This The indemnity agreement is not exclusive and will set forth in this Section 8(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Party.have

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, including the 430B Information and any other information deemed to be a part of such Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Offering CircularProspectus, the Offering Statement or the Final Offering Circular Time of Sale Disclosure Package, any Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion Stockholders, jointly and severally, agrees to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such controlling person may become subject, under the Securities 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 Company, which consent shall not be unreasonably withheld), 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of subparagraphs (i) and (ii) of this Section 7(a)(2) to the extent, but only to the extent, that 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 or such Underwriter by such Selling Stockholder, directly or through such Selling Stockholder's representatives, specifically for use in the preparation thereof; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its their respective obligations hereunder or pursuant to any under law, ; or (v) any act or failure to act, act or any alleged act or failure to act, act by the any Underwriter in connection with, or relating in any manner to, this Agreement, the Securities Shares or the offeringoffering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation liability or proceeding action arising out of or based upon matters any matter covered by subclause clause (Ai), (Bii), (iii) or (Civ) above of this Section 10(b) (above, provided that such Selling Stockholder shall not be liable in the case of any matter covered by under this subclause clause (Cv) to the extent that it is determined in a final judgment by a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, expense liability or liability action resulted directly from any such act acts or failure failures to act undertaken or omitted to be taken by the such Underwriter through its gross negligence bad faith or willful misconduct), ; and shall to reimburse the each Underwriter Indemnified Party promptly upon demand and each such controlling person for any legal and all expenses (including the fees or other and disbursements of counsel chosen by Xxxxxxxxx Xxxxxxxx) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action; PROVIDED, investigation or proceeding, as such fees and expenses are incurred; provided, howeverHOWEVER, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in apply to any such case loss, claim, damage, liability or expense to the extent extent, but only to the extent, that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder through by the Underwriter Representatives expressly for use thereinin the Registration Statement, which information any preliminary prospectus or the parties hereto agree is limited Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Selling Stockholder’s own Selling Stockholder InformationUnderwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, and not Selling Stockholder Information provided by other Selling Stockholdersif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. This The indemnity agreement is not exclusive and will set forth in this Section 7(a) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such controlling person may become subject, under the Securities 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 such Selling Stockholder), 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading; and warranties of to reimburse each Underwriter and each such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand controlling person for any legal and all expenses (including the fees or other and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expenseliabilities, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such that, notwithstanding anything to the contrary above, the liability of each Selling Stockholder under the foregoing indemnity pursuant to clauses (i) and (ii) of this Section 7(b) shall not be liable in any such case limited to the extent that any such losslosses, claimclaims, damagedamages, expense liability or liability arises expenses arising out of or is based upon an any untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, alleged untrue statement or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials omission made in reliance upon and in conformity with written information furnished relating to such Selling Stockholder through furnished in writing to the Company by or with the approval of such Selling Stockholder specifically for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter expressly for use thereinpursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, which information the parties hereto agree is limited if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such Selling Stockholder’s own Selling Stockholder Informationperson, and not Selling Stockholder Information provided by other Selling Stockholdersif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. This The indemnity agreement is not exclusive and will set forth in this Section 7(b) shall be in addition to any liabilityliabilities that the Selling Stockholders may otherwise have. Notwithstanding the provisions of this Section 7(b), which the indemnification obligations of each Selling Stockholder pursuant to this Section 7(b) shall be limited (x) in the case of a Selling Stockholder selling Shares, to an amount equal to the initial offering price of the Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus the total proceeds received by such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or (y) in equity the case of the Wachovia Selling Stockholder, the total net proceeds received from the sale of the Warrant pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each Regardless of any disclosure of any kind made on or prior to the date hereof, in the future or contained in this Agreement, any Ancillary Agreement or any Schedule or Exhibit hereto or thereto, but subject to the provisions of Section 10.04, the Selling Stockholders agree to indemnify, jointly and severally, each of the Buyer Indemnified Parties against, and agrees to hold each of them harmless from any and all Losses incurred or suffered by them relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in any representation or warranty of the Selling Stockholders severally in proportion to or the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold harmless the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter 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 (A) any untrue statement or alleged untrue statement of a material fact Company contained in any Preliminary Offering CircularArticle IV (other than Section 4.12) made as of the date hereof and as though restated on and as of the Closing Date, as may be qualified by the Offering Statement or the Final Offering Circular or any amendment or supplement Schedules thereto, ; (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (Cb) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such by the Selling Stockholder Stockholders, Epoch or, prior to the Closing Date, the Company to perform its obligations hereunder any agreement, covenant or pursuant to any law, any act obligation of the Selling Stockholders or failure to act, the Company contained in this Agreement (other than Article IX) or any alleged act or failure to act, document delivered by the Underwriter in connection withSelling Stockholders or Epoch to Buyer at the Closing; (c) the conduct and operation of the business of the Company, on or relating in prior to the Closing Date, including any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liabilitylitigation, action, proceeding, arbitration or regulatory investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) relating to or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigatingevents occurring on or prior to the Closing Date, regardless of when such claim is asserted; (d) any Liability in any way related to, or preparing to defend, arising out of or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any and all pending or threatened Litigation to which the Company is a party or with which it has been threatened, including the Excluded Litigation and all other such loss, claim, damage, expense, liability, action, investigation matters set forth (or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable which should have been set forth) on Schedule 4.13; (e) any Liability in any such case to the extent that any such lossway related to, claim, damage, expense or liability arises arising out of or is based upon an untrue statement in connection with, any Subsidiary of the Company and/or the dissolution thereof; (f) any Liability in any way related to, or arising out of or in connection with, any transaction involving the Company, any other Selling Stockholder and Epoch in respect of Epoch's equity position in, or omission from any Preliminary Offering Circularother involvement with, the Offering Statement or the Final Offering CircularCompany; (g) any Liability in any way related to, or arising out of or in connection with, the employment by Glendale Securities or its Affiliates of any such amendment or supplement thereto, Person employed by the Company or any of its Affiliates and/or the Pricing Disclosure Materials made resignation or termination of such employment by Glendale Securities or any of its Affiliates; (h) any Liability in reliance upon any way related to, or arising out of or in connection with the Boston Lease; and (i) any Liability in any way related to, or arising out of or in connection with any Litigation, pending or threatened and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use thereinwhenever arising, which information the parties hereto agree is limited relating to the such Selling Stockholder’s own Selling Stockholder InformationCompany's business relationship with Savvis Communications Corporation, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition including any Contract therewith or the termination thereof, prior to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partythe Closing Date.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure MaterialsRules and Regulations, or any Written Testing-the-Waters Communication, or any Selling Stockholder Informationroad show, or in any amendment (ii) arise out of or supplement thereto, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided liability hereunder exceed the aggregate amount of gross proceeds received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each In the event of any registration of any of the Selling Stockholders severally in proportion Registrable Securities under the Securities Act or any other Applicable Securities Laws pursuant to the number of Shares to be sold by such this Agreement, each Selling Stockholder hereunder and not jointly shall will indemnify and hold harmless the Underwriter Indemnified Parties Company, each of its directors, each of its officers who has signed such registration statement, each underwriter involved in such registration, each other Selling Stockholder and their respective officers, directors, stockholders and partners and each person, if any, who controls the Company or any such underwriter or Selling Stockholder within the meaning of the Securities Act or the Exchange Act or any other Applicable Securities Laws, against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, to which the Company, such Underwriter Indemnified Party directors and officers, such underwriter or Selling Stockholder or its respective officers, directors, stockholders or partners or controlling persons may become subject, under the Securities Act or otherwise, 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 (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularregistration statement under which such Registrable Securities were registered, the Offering Statement any preliminary prospectus, final prospectus or the Final Offering Circular other information document contained in such registration statement, or any amendment or supplement theretoto such registration statement, (B) and will reimburse the omission or alleged omission to state in any Preliminary Offering CircularCompany, the Offering Statementunderwriters, the Final Offering CircularSelling Stockholders and their respective officers, the Pricing Disclosure Materialsdirectors, or any Written Testing-the-Waters Communicationstockholders, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations partners and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand controlling persons for any legal fees or any other expenses reasonably incurred by that Underwriter Indemnified Party any of them in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, liability or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to if the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Selling Stockholder through the Underwriter expressly or its officers, directors, stockholders or partners or controlling persons, specifically for use thereinin connection with the preparation of such registration statement, which preliminary prospectus, final prospectus or other information document or any such amendment or supplement thereto; provided, however, that the parties hereto agree is obligation to indemnify will be several, not joint and several, among the Selling Stockholders and the liability of each such Selling Stockholder will be in proportion to and limited to the proceeds received by it from the sale of Registrable Securities pursuant to such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyregistration statement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading, and warranties to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, counsel chosen by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included Representative) as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses are reasonably incurred by that Underwriter Indemnified Party such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder the foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder through from the Underwriter expressly for use therein, which information the parties hereto agree is limited to the sale of Shares sold by such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdershereunder. This The indemnity agreement is not exclusive and will set forth in this Section 8(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls the Underwriter Indemnified Parties within the meaning of the Securities Act and the Exchange 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 Underwriter or such Underwriter Indemnified Party controlling person may become subject, under the Securities 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 Selling Stockholder), 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 upon: (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading; and warranties to reimburse each Underwriter and each such controlling person for any and all reasonable expenses (including reasonable legal fees and disbursements of counsel) as such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, expenses are reasonably incurred by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable that: (i) in any such case case, each Selling Stockholder will only be liable, severally and not jointly, to the extent that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any untrue statement in, or omission from or alleged untrue statement or omission was made in reliance upon and in conformity with written information relating to such Selling Stockholder that was furnished by or on behalf of such Selling Stockholder to the Company expressly for use in the Registration Statement (or any Preliminary Offering Circular, the Offering Statement or the Final Offering Circularamendment thereto), or any such preliminary prospectus or the Prospectus (or any amendment or supplement thereto, or ); (ii) no Selling Stockholder will be liable under this Section 9(b) for any amount in excess of the Pricing Disclosure Materials aggregate gross proceeds received by such Selling Stockholder from the sale of Shares less underwriting discounts and commissions; and (iii) the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder the Company by the Underwriters through the Underwriter Representatives expressly for use thereinin the Registration Statement or the Prospectus (or any amendment or supplement thereto), which it being understood and agreed that the only such information the parties hereto agree is limited furnished to the Company consists of the information described as such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdersin Section 9(c) below. This The indemnity agreement is not exclusive and will set forth in this Section 9(b) shall be in addition to any liability, which such liabilities that each Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter Indemnified Parties within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 or (C) any breach of the representations misleading, and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by will reimburse the Underwriter for any legal or other expenses reasonably incurred by it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriter’s discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and 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 Underwriter Indemnified Party may become subject, under the Securities 1933 Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, including any Rule 430B Information and any other information deemed to be a part of any Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Offering CircularProspectus, the Offering Statement or the Final Offering Circular Statutory Prospectus, Prospectus, or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, or any Selling Stockholder Informationroad show, or in any amendment (ii) arise out of or supplement thereto, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement. No Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder the Company by you, or by any Underwriter through the Underwriter expressly you, specifically for use therein, which in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the parties hereto agree is limited to the information described as such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysubsection (f) below.

Indemnification by the Selling Stockholders. (a) Each of the Selling Stockholders severally in proportion agrees subsequent to the number of Shares Closing to be sold by such Selling Stockholder hereunder and not jointly shall indemnify and hold each of Fresh Juice and Merger Sub and their respective shareholders, subsidiaries, representatives and affiliates and persons serving as officers, directors, partners, employees or agents thereof harmless the Underwriter Indemnified Parties from and against any lossdamages (including punitive damages), claimliabilities, damagelosses, expense taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or liability nature whatsoever (whether or any action, investigation or proceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises not arising out of third-party claims and including all amounts paid in investigation, defense or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach settlement of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or foregoing pursuant to any lawthis Section 7.1) (hereinafter, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or collectively referred to in as "Loss") which may be sustained or suffered by any loss, claim, damage, expense, liability, action, investigation or proceeding of them arising out of or based upon matters covered any of the following matters: (i) fraud, intentional misrepresentation or a deliberate or willful breach by subclause any of the Selling Stockholders or Hansxx'x xx any of their respective representations, warranties or covenants under this Agreement; 20 22 (A)ii) any other material breach of any representation, (B) warranty or (C) above covenant of the Selling Stockholders or Hansxx'x xxxer this Section 10(b) (provided that such Agreement or in any certificate delivered by any of the Selling Stockholder shall not be liable in the case Stockholders or Hansxx'x hereunder, or by reason of any material claim, action or proceeding asserted or instituted growing out of any matter covered by this subclause or thing constituting a material breach of such representations, warranties or covenants; (Ciii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such lossAssessments, claim, damage, expense fines or liability resulted directly penalties resulting from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party arising in connection with investigatingany tax audit, review or assessment relating to any income, sales, use, property or other tax return filed, or preparing to defendwhich should have been filed, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case by Hansxx'x xxxor to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyEffective Time.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the Underwriter Indemnified Parties meaning of the Securities Act and the Exchange Act against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which such Underwriter Indemnified Party or such 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 (i) upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circularthe Registration Statement, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (Cii) upon any breach untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the representations circumstances under which they were made, not misleading, and warranties to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, counsel chosen by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included Representatives) as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses are reasonably incurred by that Underwriter Indemnified Party such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such a Selling Stockholder shall not only be liable in any such case subject to the extent foregoing indemnity agreement to the extent, but only to the extent, that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder through the Underwriter expressly for use thereinin the Registration Statement, which any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the parties hereto agree is information concerning such Selling Stockholder under the heading “Selling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder’s own Stockholder from the sale of Shares sold by such Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholdershereunder. This The indemnity agreement is not exclusive and will set forth in this Section 8(b) shall be in addition to any liability, which such liabilities that the Selling Stockholder might otherwise have and shall not limit any rights or remedies which Stockholders may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) each Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use thereinInformation relating to each Selling Stockholder, which information the parties hereto agree is limited to the such and (y) in no event shall a Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters” discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such The Stockholder shall cause each Selling Stockholder hereunder to agree to, severally and not jointly shall jointly, indemnify and hold harmless the Underwriter Indemnified Parties against any lossCompany, claimits directors, damageofficers, expense or liability whatsoever agents and employees, each person who controls the Company (or any action, investigation or proceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, under within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or otherwiseemployees of such controlling persons, insofar to the fullest extent permitted by applicable law, from and against all Losses (as such loss, claim, damage, expense, liability, action, investigation determined by a court of competent jurisdiction in a final judgment not subject to appeal or proceeding arises review) arising out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Registration Statement, the Final Offering Circular, the Pricing Disclosure Materialsany Prospectus, or any Written Testing-the-Waters Communication, any Selling Stockholder Informationform of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon: (i) such Selling Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, such untrue statement or (C) omission is contained in any breach of the representations and warranties of such Selling Stockholder contained herein or failure of information so furnished in writing by such Selling Stockholder to perform its obligations hereunder the Company specifically for inclusion in such Registration Statement or pursuant to any law, any act such Prospectus or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that (1) such loss, claim, damage, expense untrue statements or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly omissions are based upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that information regarding such Selling Stockholder shall not be liable furnished in any such case writing to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished to Company by such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited or to the extent such information relates to such Selling Stockholder or such Selling Stockholder’s own Selling Stockholder Information, proposed method of distribution of Registrable Securities and not Selling Stockholder Information provided was reviewed and expressly approved in writing by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights expressly for use in the Registration Statement, such Prospectus or remedies which may otherwise be available at law such form of Prospectus or in equity any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4.3(c)(ii)-(vi), the use by such Selling Stockholder of an outdated or defective Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated or defective and prior to each Underwriter Indemnified Partythe receipt by such Selling Stockholder of written notice from the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any Selling Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact 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 Offering CircularProspectus, the Offering Statement or Time of Sale disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, (Bany issuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred. Notwithstanding the foregoing provisions, the liability of the representations and warranties of such a Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any lawthis Section 6(b), any act or failure (A) shall only apply to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation liability or proceeding action the extent arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, (B) shall be limited in the aggregate to an amount equal to the aggregate purchase price (less underwriting discounts and not Selling Stockholder Information provided commissions) of the Securities sold by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit under this Agreement (the “Selling Stockholder Proceeds”) less any rights or remedies which may otherwise be available at law or in equity amounts that such Selling Stockholder is obligated to each Underwriter Indemnified Partypay under Section 6(e) (Contribution; Limitations on Liability; Non-Exclusive Remedy).

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter Indemnified Parties and each person who controls an Underwriter within the meaning of either the 1933 Act or the 1934 Act against any lossand all losses, claimclaims, damagedamages or liabilities, expense joint or liability whatsoever (or any action, investigation or proceeding in respect thereof)several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, 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 (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Registration Statement or the Final Offering Circular (or any amendment thereto), including the Rule 430B Information, or in any preliminary prospectus, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, (B) or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offeringmisleading, and which is included agrees to reimburse each such indemnified party, as part of or referred to in any lossincurred, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party them in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, liability or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such each Selling Stockholder shall not will be liable in any such case only to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement inor alleged untrue statement or omission or alleged omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or omission from in any Preliminary Offering Circularpreliminary prospectus, the Offering Statement Prospectus or the Final Offering Circularany Issuer Free Writing Prospectus, or in any such amendment thereof or supplement thereto, or any of the Pricing Disclosure Materials made thereto in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder through the Underwriter expressly for use inclusion therein, which information the parties hereto agree is limited to the such Selling Stockholder’s own Selling Stockholder Information, and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, liability which each Selling Stockholder may otherwise have. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate initial public offering price of the Common Stock sold by such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyunder this Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the Underwriter Indemnified Parties meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and 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 Underwriter 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 Selling Stockholder), 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 (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A 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 Offering CircularProspectus, the Offering Statement or Time of Sale Disclosure Package, the Final Offering Circular Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any roadshow or investor presentations, including any Written Testing-the-Waters Communications, made to investors by the Company (Bwhether in person or electronically) or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, 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 misleading, and will reimburse each Underwriter for any legal or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, other expenses reasonably incurred by the Underwriter it in connection with, with investigating or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that defending against such loss, claim, damage, expense liability or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, action as such fees and expenses are incurred; provided, however, that such (x) a Selling Stockholder shall not be liable in any such case only to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular, or any such amendment or supplement thereto, or any of the Pricing Disclosure Materials alleged omission made in reliance upon and in conformity with written information furnished Selling Stockholder Information relating to such Selling Stockholder through the Underwriter expressly for use thereinStockholder, which information the parties hereto agree is limited to the such and (y) in no event shall any Selling Stockholder’s own Selling Stockholder Information, liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and not Selling Stockholder Information provided commissions) received by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity from the sale of the Securities pursuant to each Underwriter Indemnified Partythis Agreement.

Indemnification by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly shall jointly, agrees to indemnify and hold harmless the Underwriter, its officers and employees and each person, if any, who controls the Underwriter Indemnified Parties within the meaning of either the Securities Act and the Exchange Act and each other Selling Stockholder, if any, against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof)as incurred, to which the Underwriter, its officers and employees and each such Underwriter Indemnified Party controlling person may become subject, under the Securities 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 Company), 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 (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Registration Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder InformationProspectus, or in any amendment or supplement thereto, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, but only with reference to information furnished in writing to the Company or (C) any breach of the representations and warranties Underwriter by or on behalf of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable specifically for inclusion in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any Preliminary Offering Circular, the Offering Registration Statement or the Final Offering CircularProspectus, or in any such amendment or supplement thereto, or any and such indemnity will be limited to an amount equal to the aggregate gross proceeds, net of the Pricing Disclosure Materials made underwriting discounts, received by each Selling Stockholder from the sale of the Common Shares to the Underwriter. The Underwriter acknowledges that the only information furnished in reliance upon writing by or on behalf of each of the Selling Stockholders for inclusion in the Final Prospectus is the following: (i) the first sentence of the second paragraph under the caption “Selling Stockholders” in the prospectus supplement dated October 28, 2004 to the Basic Prospectus, concerning the address of each selling stockholder entity or person and (ii) the tabular and footnote information under the caption “Selling Stockholders” in the prospectus supplement dated October 28, 2004 to the Basic Prospectus, concerning the name of each selling stockholder entity or person, the number and percentage of shares of Common Stock beneficially owned by each such entity or person, the number of shares of Common Stock each such entity or person is offering pursuant to the Offering and in conformity with written information furnished to the Repurchase (as defined in such Selling Stockholder through prospectus supplement), and the Underwriter expressly for use therein, which information number and percentage of shares of Common Stock beneficially owned by each such entity or person after the parties hereto agree is limited sale pursuant to the such Selling Stockholder’s own Selling Stockholder Information, Offering and not Selling Stockholder Information provided by other Selling Stockholders. This indemnity agreement is not exclusive and will be in addition to any liability, which such Selling Stockholder might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partythe Repurchase.