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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first third paragraph and in the paragraphs under “Price Stabilization, Short Positions and Penalty Bids” and “Electronic Distribution” subsections under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph third and fifteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or any road show (as defined in Rule 433(h) under the Securities Act)in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption heading “Underwriting—Commissions and ExpensesDiscounts,” and the first sentence of information set forth in the second paragraph through fifth paragraphs under the caption heading “Underwriting—Market Making, Stabilization and Other Transactions,” and the first paragraph under the heading “Underwriting—Electronic Distribution” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph sixth and eighteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or Marketing Materials in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing) Prospectus are the statements set forth in the first eleventh paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriters” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusPermitted Free Writing Prospectus, any Section 5(d) Written Communication Covered Free Writing Prospectus or the Prospectus Disclosure Package (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusPermitted Free Writing Prospectus, any Section 5(d) Written Communication Covered Free Writing Prospectus or the Prospectus Disclosure Package (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the section titled “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph third and tenth through twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions Commission and Expenses” and ”, the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” and the first sentence under the caption “Passive Market Making” under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions Underwriting—Commission and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph eighth and twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement officers, employees and agents, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in Act to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first third paragraph and in the paragraphs under “Price Stabilization, Short Positions and Penalty Bids” and “Electronic Distribution” subsections under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or Marketing Materials in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing) Prospectus are the statements set forth in the first paragraph [•] and [•] paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Base Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph ninth and thirteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only such information that the furnished by any Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence consists of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus name of such Underwriter (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph sentence of the first paragraph, the fifth sentence under the caption “Commissions and Expenses” second bullet and the first fourth sentence of the second paragraph under the heading “Stabilization” and the first sentence under the heading “Passive Market Making” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, BTIG agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), ) in reliance upon and in conformity with information relating to such Underwriter BTIG and furnished to the Company in writing by such Underwriter or Underwriters BTIG expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters BTIG has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the third paragraph under the caption “Commissions Underwriting,” the first two sentences of the first paragraph under the caption “Underwriting—Commission and Expenses” and the first sentence of the second first paragraph under the caption “Market MakingUnderwriting—Stabilization”, Stabilization and Other Transactionsin each case under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter BTIG Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the (i) the first paragraph under the caption “Commissions Commission and Expenses,” (ii) the first sentence of each of the first and second paragraphs under the caption “Market Making Stabilization and Other Transactions,” (iii) the first sentence of the second first paragraph under the caption “Passive Market Making, Stabilization and Other Transactions,” in each case in the “Underwriting” section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), ) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are (i) the statements set forth concession and reallowance figures appearing in the first fifth paragraph under the caption “Commissions and ExpensesUnderwriting” and (ii) the information concerning stabilization and the option to purchase additional shares appearing in the first, second, fifth, sixth, eighth and ninth sentences of the ninth paragraph and (iii) the information concerning penalty bids appearing in the first sentence of the second tenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first third sentence of the third paragraph, the fifth paragraph under the caption “Commissions and Expenses” and the first sentence of the second thirteenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Underwriting-Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, jointly to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each personcontrolling person of the Company, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)7(a) above, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusprospectus that the Company has filed, any Section 5(dor is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing); provided, in reliance upon and in conformity with information relating to such Underwriter and furnished to however, the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusprospectus that the Company has filed, any Section 5(dor is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first third paragraph, the third sentence in the eighth paragraph under the caption “Commissions and Expenses” and the first sentence of the second thirteenth paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus section entitled “Underwriters” (the “Underwriter Information”)) in the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectusU.S. Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Prospectuses (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusU.S. Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Prospectuses (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions "Commission and Expenses” and ", the first sentence of the second first paragraph under the caption “"Market Making, Stabilization and Other Transactions” " and the first sentence under the caption "Passive Market Making" under the caption "Underwriting" in the U.S. Preliminary Prospectus and Prospectus Prospectuses (the “"Underwriter Information”").

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), ) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under below the caption title “Commissions and Expenses” and the first sentence of the second paragraph under below the caption title “Market Making, Stabilization and Other Transactions,” in each case under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or Marketing Materials in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing) Prospectus are the statements set forth in the first eleventh paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriters” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the first paragraph under the caption “Commissions Underwriting—Commission and Expenses” and the first sentence sentences of the first and second paragraph paragraphs under the caption “Underwriting—Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph sentence of the first paragraph, the fifth sentence under the caption “Commissions and Expenses” second bullet and the first fourth sentence of the second paragraph under the heading “Stabilization” and the first sentence under the heading “Passive Market Making” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph third, twelfth, thirteenth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement to the contrary, including this Section 9, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph fourth and thirteenth through seventeenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph third, thirteenth, fourteenth and fifteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph sentence under the caption section entitled “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting—Electronic Distribution” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first third paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who that signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first fourth paragraph under the caption heading “Commissions and ExpensesDiscounts” and the first sentence of the second paragraph statements under the caption headings “Market Making, Stabilization and Other Transactions” and “Passive Market Making” under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph sixth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the third sentence of the third paragraph, the first sentence of the fifth paragraph under the caption “Commissions and Expenses” and the first sentence of the second eighteenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such the Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Underwriting – Commissions and Expenses” and the first sentence of the second paragraph under the caption “Underwriting – Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the eighth paragraph, the first paragraph sentence of each of the ninth and eleventh paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in in the first paragraph sentence of the first paragraph, the fifth sentence under the caption “Commissions and Expenses” second bullet and the first fourth sentence of the second paragraph under the heading “Stabilization” and the first sentence under the heading “Passive Market Making” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing) are is the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectusany preliminary prospectus supplement, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph fourth and thirteenth through seventeenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first second sentence of the fourth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each personcontrolling person of the Company, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)9(a)(i)(A) above, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusprospectus that the Company has filed, any Section 5(d) Written Communication or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing); provided, in reliance upon and in conformity with information relating to such Underwriter and furnished to however, the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectusprospectus that the Company has filed, any Section 5(d) Written Communication or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and in (i) the first sentence of the second last paragraph on the cover page, (ii) the first paragraph and the penultimate sentence under the caption sub-heading “Market Making, Stabilization Underwriting Discounts and Other TransactionsCommissions” in the Preliminary Prospectus section titled “Underwriter” and Prospectus (iii) the information under the sub-heading “Price Stabilization and Short Positions” in the section titled “Underwriter” (the “Underwriter Information”)) in the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Communication, the Marketing Materials or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Communication, the Marketing Materials or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first two paragraphs under the caption “Market Making, Stabilization and Other Transactions,” and (iii) the first sentence under the caption “Passive Market Making,” in each case, in the Underwriting section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph sentence of the first paragraph, the fifth sentence under the caption “Commissions and Expenses” second bullet and the first fourth sentence of the second paragraph under the heading “Stabilization” and the first sentence under the heading “Passive market making” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the third paragraph under the caption “Commissions and Expenses” and the first sentence of the second first paragraph under the caption “Market MakingPrice Stabilization, Stabilization Short Position, and Other Transactions”, in each case under the section “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, the F-6 Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, the F-6 Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first [·] sentence[s] of the [·] paragraph and the [·] sentence[s] of the [·] paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions[·]” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectusany preliminary prospectus supplement, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph fourth, and twelfth through sixteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale ProspectusGeneral Disclosure Package, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale ProspectusGeneral Disclosure Package, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions Underwriting—Commission and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the fifth paragraph, first sentence of the fourteenth paragraph, the first sentence of the nineteenth paragraph, the twenty-second paragraph and the twenty-third paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first paragraphs under the caption “Stabilization,” “Passive Market Making” and “Electronic Distribution,” in each case, Stabilization and Other Transactions” in the Underwriting Section of in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the fifth paragraph, the first paragraph sentence of each of the twelfth, thirteenth and eighteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first paragraphs under the caption captions “Stabilization,” “Passive Market Making, Stabilization ” and Other Transactions“Electronic Distribution,” in each case, in the Underwriting section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph 16th through 18th paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in whatsoever, as incurred, to the same extent as the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the fifth, the first paragraph under sentence of the caption “Commissions and Expenses” twelfth and the first sentence of the second paragraph seventeenth paragraphs under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Underwriters’ Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “"Commissions and Expenses” " and the first sentence of the second paragraph under the caption “"Market Making, Stabilization and Other Transactions” " in the Preliminary Prospectus and Prospectus (the “"Underwriter Information”").

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph [ninth] and [thirteenth] paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the fifth paragraph under the caption “Commissions and Expenses” and the first sentence of the second fifteenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a6(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Time of Sale ProspectusGeneral Disclosure Package, each road show as defined in Rule 433(h) made to investors by the Company in connection with the Offered ADSs, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing), Prospectus in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale ProspectusGeneral Disclosure Package, each road show as defined in Rule 433(h), any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the sixth paragraph, the first paragraph under sentence of the caption “Commissions and Expenses” thirteenth paragraph, and the first sentence of the second eighteenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Base Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first third paragraph and in the paragraphs under “Price Stabilization, Short Positions and Penalty Bids” and “Electronic Distribution” subsections under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first two paragraphs under the caption “Market Making, Stabilization and Other Transactions,” and (iii) the first sentence under the caption “Passive Market Making,” in each case, in the Underwriting section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth contained in the first paragraph third and ninth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first paragraphs under the caption captions “Stabilization,” “Passive Market Making, Stabilization ” and Other Transactions“Electronic Distribution,” in each case, in the Underwriting section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph [●], [●], [●] and [●] paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement to the contrary, including this Section 9, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such the Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions Passive Market Making,” “Other Activities and ExpensesRelationships” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in subsections of the Preliminary “Underwriting” section of the Time of Sale Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the fourth and fifteenth through twenty-first paragraph paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it hereunder.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Underwriting—Commissions and Expenses” and the first sentence of the second paragraph under the caption “Underwriting—Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Rule 163B Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Rule 163B Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the first paragraph under the caption “Commissions Underwriting — Commission and Expenses” and the first sentence sentences of the first and second paragraph paragraphs under the caption “Underwriting — Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in first sentence of the first fifth paragraph under the caption “Commissions and Expenses” and the first sentence of the second fifteenth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectusany preliminary prospectus supplement, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph fourth and the twenty-fifth through twenty-ninth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph 3rd, 4th and 14th through 20th paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectusany preliminary prospectus supplement, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph fourth, fifteenth, sixteenth, seventeenth, eighteenth and nineteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the third sentence of the third paragraph under the heading “Underwriting”, the first sentence of the first paragraph under the caption heading “Commissions Commission and Expenses” ”, and the first sentence of the second paragraph under the caption heading “Market Making, Stabilization and Other Transactions” all under the section titled “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus under the caption “Underwriting” in the third paragraph and in the fifth sentence under the first paragraph under the subheading “Stabilization” (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, the Time of Sale ​ Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first third paragraph and the subsections entitled “Price Stabilization, Short Positions and Penalty Bids” and “Electronic Distribution” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions Underwriting—Commission and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding the provisions of this Section 10(b), no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions received by it under this Agreement. The Underwriters’ obligations in this Section 10(b) to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoing), thereto) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Road Show or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph third, twelfth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (i) the first paragraph under the caption “Commissions Commission and Expenses,” and (ii) the first sentence in each of the second paragraph first two paragraphs under the caption “Stabilization, Short Positions and Penalty Bids,” and (iii) the first sentence under the caption “Passive Market Making, Stabilization and Other Transactions,” in each case, in the Underwriting section of the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph sixth and thirteenth through seventeenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, prospectus (including the Time of Sale Prospectus), any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, prospectus (including the Time of Sale Prospectus), any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the Preliminary Prospectus and Prospectus in the fourth paragraph under the caption “Underwriting,” the first sentence of the first paragraph and the first sentence of the fourth paragraph under the caption “Underwriting—Market Making, Stabilization and Other Transactions,” the first and last sentences of the first paragraph under the caption “Commissions and ExpensesUnderwriting—Passive Market Making,” the first sentence of the first paragraph under the caption “Underwriting—Electronic Distribution” and the first sentence of the first paragraph and the first three sentences of the second paragraph under the caption “Market Making, Stabilization Underwriting—Other Activities and Other TransactionsRelationships” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and/or the Canadian Final Prospectus, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Communication, the Canadian Final Prospectus, or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Communication, the Canadian Final Prospectus, or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption heading “Underwriting—Discounts and Commissions and Expenses” ”, the first, second, and the first sentence of the second paragraph fourth paragraphs under the caption heading “Underwriting—Market Making, Stabilization and Other Transactions” ”, and the first, second and third sentences under the heading “Underwriting—Electronic Distribution”, in each case in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Prospectuses (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Prospectuses (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the first paragraph, the first, second and fourth sentences of the third paragraph and the first and sixth sentences of the fourth paragraph under the heading “Price Stabilization, Short Positions and Penalty Bids” under the caption “Commissions and Expenses” and the first sentence Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Prospectus.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or Marketing Materials in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing) Prospectus are the statements set forth in the first fourteenth and fifteenth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption heading “Commissions Underwriting—Discounts and ExpensesCommissions,” the information under the heading “Underwriting—Market Making, Price Stabilization, Short Positions and Penalty Bids” and the first sentence of the second paragraph information under the caption heading “Market Making, Stabilization and Other TransactionsUnderwriting—Electronic Distribution” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Underwriting—Commissions and Expenses” and the first sentence of the second paragraph under the caption “Underwriting—Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).