Common use of Indemnification of the Company, Directors and Officers Clause in Contracts

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information in the third paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning discounts; (ii) the second sentence in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactions.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information deemed to be a part thereof, if applicable, or any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information in the third paragraph Registration Statement (or any amendment thereto), or any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifth, eighth, and ninth paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Prospectus and Prospectus concerning discounts; (iiProspectus. The indemnity agreement set forth in this Section 7(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed sign the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossExchange Act, liability, claim, damage and expense described in to the same extent as the foregoing indemnity contained in subsection (a) of this Section, as incurredfrom the Company to each Underwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to such Underwriter furnished to the Company by such Underwriter through the Representatives specifically for inclusion in the Registration Statement Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to are the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information statements set forth in the third seventh paragraph concerning stabilization under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus concerning discounts; (iithe Prospectus. The indemnity agreement set forth in this Section 8(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed sign the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossExchange Act, liability, claim, damage and expense described in to the same extent as the foregoing indemnity contained in subsection (a) of this Section, as incurredfrom the Company to each Underwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative specifically for inclusion in the Registration Statement Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to are the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information statements set forth in the third seventh paragraph concerning stabilization under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus concerning discounts; (iithe Prospectus. The indemnity agreement set forth in this Section 8(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed sign the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossExchange Act, liability, claim, damage and expense described in to the same extent as the foregoing indemnity contained in subsection (a) of this Section, as incurredfrom the Company to each Underwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative specifically for inclusion in the Registration Statement Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information are the statements set forth in reliance upon the fourth paragraph concerning concessions and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information in the third seventh paragraph concerning stabilization under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus concerning discounts; (iithe Prospectus. The indemnity agreement set forth in this Section 8(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), it being understood and agreed upon that such information shall solely consist or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the following: foregoing), consists exclusively of the following information in the Preliminary Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third second paragraph under the caption “Underwriting (Conflicts of Interest)” table in the Pre-Pricing Prospectus section entitled “Underwriting” and Prospectus concerning discounts; (ii) the second sentence information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourth, fifth and sixth paragraph paragraphs under the caption “Underwriting (Conflicts of Interest)” table in the Pre-Pricing Prospectus and Prospectus concerning market making; and section entitled “Underwriting” (iii) but only insofar as such information concerns the information in the eighth paragraph under the caption “Underwriting (Conflicts of InterestUnderwriters)” in the Pre-Pricing Prospectus and Prospectus solely as it relates to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactions.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), it being understood and agreed upon that such information shall solely consist or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the following: foregoing), consists exclusively of the following information in the Preliminary Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus Underwriting—Commissions and Prospectus concerning discounts; Discounts”, (ii) the second sentence information regarding stabilization, syndicate covering transactions and penalty bids appearing in the sixth paragraph first and second paragraphs under the caption “Underwriting Underwriting—Price Stabilization, Short Positions” (Conflicts of Interest)” in but only insofar as such information concerns the Pre-Pricing Prospectus and Prospectus concerning market making; Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the eighth fourth sentence of the first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsUnderwriting—Listing on NASDAQ”.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information shall solely consist consists of the following: (i) the information names of the Underwriters on the bottom of the front and back cover pages of the Prospectus and in the third table under the first paragraph of text under the caption “Underwriting” on page S-38 of the Prospectus; (ii) the eleventh paragraph under the caption “Underwriting (Conflicts Underwriting” on page S-39 of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning discountsthe addresses of the Representatives; (iiiii) the second fourth sentence in the sixth eighth paragraph of text under the caption “Underwriting (Conflicts Underwriting” on page S-39 of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market makingthe Underwriters’ market-making activities; and (iiiiv) the information first four sentences in the eighth ninth paragraph of text under the caption “Underwriting (Conflicts Underwriting” on page S-39 of Interest)” in the PreProspectus concerning over-Pricing Prospectus and Prospectus solely as it relates to the Underwriters concerning allotment transactions, stabilizing transactions, overallotment and syndicate covering transactionstransactions and penalty bids (collectively, the “Underwriter Information”).

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed sign the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossExchange Act, liability, claim, damage and expense described in to the same extent as the foregoing indemnity contained in subsection (a) of this Section, as incurredfrom the Company to each Underwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to such Underwriter furnished to the Company by such Underwriter through the Representatives specifically for inclusion in the Registration Statement Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to are the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information statements set forth in the third ninth paragraph concerning stabilization under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus concerning discounts; (iithe Prospectus. The indemnity agreement set forth in this Section 8(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Securities Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a6(a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information shall solely consist consists of the following: (i) the information names of the Underwriters on the bottom of the front and back cover pages of the Prospectus and in the third table under the first paragraph of text under the caption “Underwriting” on page S-49 of the Prospectus; (ii) the eleventh paragraph under the caption “Underwriting (Conflicts Underwriting” on page S-50 of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning discountsthe addresses of the Representatives; (iiiii) the second fifth sentence in the sixth eighth paragraph of text under the caption “Underwriting (Conflicts Underwriting” on page S-50 of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market makingthe Underwriters’ market-making activities; and (iiiiv) the information first five sentences in the eighth ninth paragraph of text under the caption “Underwriting (Conflicts Underwriting” on page S-50 of Interest)” in the PreProspectus concerning over-Pricing Prospectus and Prospectus solely as it relates to the Underwriters concerning allotment transactions, stabilizing transactions, overallotment and syndicate covering transactionstransactions and penalty bids (collectively, the “Underwriter Information”).

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representatives Xxxxx Xxxxxxxx expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information shall solely consist furnished by any Underwriter consists of the following: (i) the following information in the third Prospectus furnished on behalf of each Underwriter: the expected delivery date for the shares included in the last sentence at the bottom of the front cover and the last sentence of the [third] paragraph under the caption “Underwriting (Conflicts "Underwriting;" the list of Interest)” Underwriters and their respective participation in the Pre-Pricing Prospectus and Prospectus concerning discounts; (ii) sale of the second sentence Shares in the sixth first paragraph under the caption “Underwriting (Conflicts of Interest)” "Underwriting;" the information concerning the offering price, selling concessions and reallowances in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth [fourth] paragraph under the caption “Underwriting (Conflicts "Underwriting;" and the information concerning stabilization of Interest)” the market price of the Shares, short positions and penalty bids in the Pre-Pricing Prospectus and Prospectus solely as it relates to [twelfth] paragraph under the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionscaption "Underwriting."

Indemnification of the Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed sign the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossExchange Act, liability, claim, damage and expense described in to the same extent as the foregoing indemnity contained in subsection (a) of this Section, as incurredfrom the Company to each Underwriter, but only with respect reference to untrue statements or omissions, or alleged untrue statements or omissions, made written information relating to such Underwriter furnished to the Company by such Underwriter through the Representatives specifically for inclusion in the Registration Statement Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information are the statements set forth in reliance upon the fourth paragraph concerning concessions and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that such information shall solely consist of the following: (i) the information in the third seventh paragraph concerning stabilization under the caption “Underwriting (Conflicts of Interest)Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus concerning discounts; (iithe Prospectus. The indemnity agreement set forth in this Section 8(b) the second sentence shall be in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus solely as it relates addition to the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionsany liabilities that each Underwriter may otherwise have.

Indemnification of the Company, Directors and Officers. Each Underwriter Agent and each Forward Purchaser, severally and not jointly jointly, agrees to indemnify and hold harmless 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 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), the Base Prospectus, any Prospectus Supplement or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives or on behalf of such Agent or its related Forward Purchaser expressly for use therein, it being understood and agreed upon that such information shall consist solely consist of the following: (i) the information statement that none of the Agents will engage in any transactions that stabilize the Common Stock appearing in the second sentence of the third paragraph under the caption “Underwriting Plan of Distribution (Conflicts of Interest)” in the Pre-Pricing Prospectus Supplement and Prospectus concerning discounts; (ii) the eighth sentence of the second sentence in paragraph under the sixth paragraph sub-heading “Conflicts of Interest” under the caption “Underwriting Plan of Distribution (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information Supplement, in the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and Prospectus each case solely as it relates to the Underwriters concerning stabilizing transactions, overallotment such Agent and syndicate covering transactionsForward Purchaser.

Indemnification of the Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless 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 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representatives Kxxxx Bxxxxxxx expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information shall solely consist furnished by any Underwriter consists of the following: (i) the following information in the third Prospectus furnished on behalf of each Underwriter: the expected delivery date for the shares included in the last sentence at the bottom of the front cover and the last sentence of the fourth paragraph under the caption “Underwriting (Conflicts Underwriting;” the list of Interest)” Underwriters and their respective participation in the Pre-Pricing Prospectus and Prospectus concerning discounts; (ii) sale of the second sentence Shares in the sixth first paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting;” the information concerning the offering price, selling concessions and reallowances in the Pre-Pricing Prospectus and Prospectus concerning market making; and (iii) the information in the eighth fourth paragraph under the caption “Underwriting (Conflicts Underwriting;” and the information concerning stabilization of Interest)” the market price of the Shares, short positions and penalty bids in the Pre-Pricing Prospectus and Prospectus solely as it relates to twelfth paragraph under the Underwriters concerning stabilizing transactions, overallotment and syndicate covering transactionscaption “Underwriting.”