Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, directors and its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to to, such Underwriter by or on behalf of such Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter pursuant to this Agreement in connection with the Public Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriters may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and its officers, employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, or the Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to because of untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto thereto, or in any applicationApplication, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or in any such applicationApplication, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or any applicationApplication, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.4. Notwithstanding The advancement, reimbursement, indemnification and contribution obligations of the provisions of this Section 6.3, no Underwriter Company required hereby shall be required to indemnify the Company for any amount in excess made by periodic payments of the underwriting discounts amount thereof during the course of the investigation or defense, as every liability and commissions applicable to expense is incurred and is due and payable, and in such amounts as fully satisfy each and every liability and expense as it is incurred (and in no event later than 10 days following the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointdate of any invoice therefore).

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids”. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Firm Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Shares purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company under this Section 6.3 for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to because of untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto thereto, or in any applicationApplication, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or in any such applicationApplication, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or any applicationApplication, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The advancement, reimbursement, indemnification and contribution obligations of the provisions of this Section 6.3, no Underwriter Company required hereby shall be required to indemnify the Company for any amount in excess made by periodic payments of the underwriting discounts amount thereof during the course of the investigation or defense, as every liability and commissions applicable to expense is incurred and is due and payable, and in such amounts as fully satisfy each and every liability and expense as it is incurred (and in no event later than 10 days following the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointdate of any invoice therefore).

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, and their affiliates, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such to, any Underwriter by or on behalf of such any Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against thereto, and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, directors and officers and employees and agents each person, if any, who control 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 to the same extent as the indemnity set forth in the foregoing indemnity from the Company to such Underwriter, as incurredparagraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions omission made in reliance upon and in conformity with any Preliminary Prospectus, if anyinformation relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Registration Statement or Prospectus (or any amendment or supplement thereto or in thereto), any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Issuer Free Writing Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any applicationTime of Sale Information, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify will reimburse the Company for any amount legal or other expenses reasonably incurred by the Company in excess connection with investigating or defending any such action or claim as such expenses are incurred, it being understood and agreed that the only such information consists of (i) first sentence of the underwriting discounts second paragraph of text and commissions applicable to the Securities purchased third paragraph of text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, concerning the terms of the offering by such Underwriter. The the Underwriters’ obligations , (ii) the sixth paragraph of text under the caption “Underwriting” in this Section 6.3 to indemnify the Company are several Preliminary Prospectus and the Prospectus, concerning stabilization and over-allotment by the Underwriters, (iii) the eighth paragraph of text under the caption “Underwriting” in proportion to their respective underwriting obligations the Preliminary Prospectus and not jointthe Prospectus, concerning market making by the Underwriters, and (iv) the ninth paragraph of text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, concerning investment banking activities.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Underwriter of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Underwriter shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Company with respect to Public Securities purchased by such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationhereunder. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Representatives of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representatives shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any Marketing Materials or application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such Marketing Materials or application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any Marketing Materials or application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such written information consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids”. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such written information consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled [“Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting”] in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, which information, it is agreed, shall consist solely of the names and addresses of the several Underwriters, the statement that the Representative does not make markets in respect securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which indemnity may be sought against such Underwriter, such Underwriter shall have could adversely affect the rights liquidity and duties given price of our securities,” the information relating to the Company, securities offerings experience of the Representative and its principals contained in “Risk Factors—There are risks associated with our underwriter’s lack of recent experience in public offerings,” the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the jurisdictions listed in the section entitled “Notices to Non-U.S. Investors” and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions identity of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable counsel to the Securities purchased by such Underwriter. Underwriters contained in the section entitled “Legal Matters.” The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe Placement Agent, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary the Registration Statement, the Base Prospectus, if anythe Time of Sale Prospectus, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationPlacement Agent Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary the Registration Statement, Base Prospectus, if anythe Time of Sale Prospectus, the Registration Statement or any Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriterthe Placement Agent, such Underwriter the Placement Agent shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the Placement Agent by the provisions of this Article VISection 1(b). Notwithstanding The Company agrees promptly to notify the provisions Placement Agent of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Base Prospectus, the Time of Sale Prospectus or the Prospectus Supplement.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and its officers, employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares or in connection with the Registration Statement, the Pricing Disclosure Package, or the Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids” (the “Underwriter Information”). In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, whether arising out of any action between the Underwriters and the Company or between the Company and any third-party or otherwise) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions directly relating to the transactions effected by the Underwriters in connection with this offering made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled “Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting” in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2 hereof. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Person") against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter's Information. In case any action shall be brought against the Company or any other Company Indemnified Person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such the Underwriter, such the Underwriter shall have the rights and duties given to the Company, and the Company and each other Company Indemnified Person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Underwriter of the commencement of any litigation or proceedings against the Company or any other Company Indemnified Person in connection with the issuance and sale of the Shares or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Underwriter shall not relieve any Underwriter from any obligation or liability which the Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent the Underwriter is materially prejudiced as a proximate result of such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointfailure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Written Testing-the-Waters Communication, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of the Underwriters expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of commissions actually received by such Underwriter pursuant to this Agreement in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in such the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriters may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriters and the Company) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions made with respect to the Underwriter Information in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon(ii) the Underwriter’s gross negligence or willful misconduct, and in strict conformity with, written information furnished to (iii) the Company with respect to such Underwriter by or on behalf use of such Underwriter expressly for use in such the Sale Preliminary Prospectus, if any, the Registration Statement Prospectus or Prospectus in violation of any stop order or other notice received by the Representative indicating the then current Prospectus is not to be used in connection with the sale of any amendment Securities or supplement thereto (iv) any Underwriter or Selected Dealer otherwise failing in any such applicationits prospectus delivery obligations. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written the Underwriters’ information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter in writing expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationtherein. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriterthe Underwriters, such Underwriter the Underwriters shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the Underwriters by the provisions of this Article VI. Notwithstanding Section 8.C. The Company agrees promptly to notify the provisions Underwriters of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its corporate auditors, its officers who signed the Registration Statement or the ADS Registration Statement and employees and agents persons who control 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 damage, and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages, and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, if anythe Pricing Disclosure Package, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package, or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationRoad Show Materials, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationRoad Show Materials. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any applicationRoad Show Materials, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the subsections captioned “State Blue Sky Information,” “Pricing of Securities” and “Regulatory Restrictions on Purchase of Securities” contained in the section of the Prospectus entitled “Underwriting.” In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Registration Statement, the Preliminary Prospectus, if any, the Registration Statement Prospectus or any Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees (a) Subject to the provisions of this Section 4.7 (ii), the Purchaser will indemnify and hold harmless the Company, Company and its directors, officers and officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who control the controls Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Company Party”) harmless from any and all losslosses, liabilityliabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (“Losses”) that any such Company Party may suffer or incur as a result of or relating to a breach of any warranty or representation of the Purchaser contained in this Agreement or any non-fulfillment of any covenant, agreement or other obligation by or of the Purchaser contained in this Agreement; provided that, the Purchaser shall not have any indemnification obligation under this Section 4.7(ii) to the extent Losses are caused by or attributable to, in whole or in part, a breach of the Company’s representations, warranties or covenants under the Transaction Documents, a violation by the Company or a subsidiary of applicable law, or any conduct by the Company or a subsidiary which constitutes fraud, gross negligence, willful misconduct or malfeasance; and further provided that the Purchaser’s aggregate liability hereunder shall not exceed the amount of the Cash Payment. (b) The Company shall promptly notify the Purchaser of any claim, damage and expense described demand, action or proceeding for which indemnification will be sought under this Agreement; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Purchaser of its obligations under this Section except to the extent that the Purchaser is actually prejudiced by such failure to give notice. (c) In case any such action, proceeding or claim is brought against any Company Party in respect of which indemnification is sought hereunder, the Purchaser shall be entitled to participate in and, unless in the foregoing indemnity from reasonable, good-faith judgment of the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, a conflict of interest between it and the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company Purchaser exists with respect to such Underwriter by action, proceeding or on behalf claim (in which case the Purchaser shall be responsible for the reasonable fees and expenses of one separate counsel for the Company Parties), to assume the defense thereof with counsel reasonably satisfactory to the Company. If the Purchaser elects to defend any such Underwriter expressly for use action or claim, then the Company Parties shall be entitled to participate in such Preliminary Prospectusdefense (but not control) with counsel of their choice at their sole cost and expense (except that the Purchaser shall remain responsible for the reasonable fees and expenses of one separate counsel for the Company Parties in the event in the reasonable, if anygood-faith judgment of the Company a conflict of interest between the Company Parties and the Purchaser exists). (d) In the event that the Purchaser advises the Company Parties that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Company Parties may, at their option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Purchaser elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Registration Statement Company Parties’ costs and expenses arising out of the defense, settlement or Prospectus compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. (e) The parties shall cooperate fully with each other in connection with any negotiation or defense of any such action or claim and shall furnish to the other party all information reasonably available to such party which relates to such action or claim. Each party shall keep the other party fully apprised at all times as to the status of the defense or any amendment settlement negotiations with respect thereto. (f) Notwithstanding anything in this Section 4.7 (ii) to the contrary, the Purchaser shall not, without the Company’s prior written consent, settle or supplement thereto compromise any claim or consent to entry of any judgment in respect thereof which imposes any such application. In case future obligation on any action shall be brought against Company Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and Parties of a release from all liability in respect of which such claim. The indemnification obligations to defend the Company Parties required by this Section shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when the loss is incurred, so long as the Company Parties shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the Company Parties against the Purchaser or others, and (ii) any liabilities the Purchaser may be sought against such Underwriter, such Underwriter shall have the rights and duties given subject to the Company, and the Company and each other Person so indemnified shall have the rights and duties given pursuant to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointlaw.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such to, the Underwriter by or on behalf of such the Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of the Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of commissions actually received by the Underwriter pursuant to this Agreement in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter’s Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the name of the Underwriter and the information with respect to dealers’ concessions and reallowances contained in the section of the Prospectus entitled “Underwriting,” and the identity of counsel to the Underwriters contained in the section of the Prospectus entitled “Legal Matters.” In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters, by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers officers, and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and its counsel, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Registration Statement, Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists solely of the information described in the last clause of the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding the provisions EarlyBirdCapital, Inc._________, 2020Page 32 of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.45

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Sale Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The Company acknowledges that (i) the statements set forth in ____________________________ in the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the Initial Stockholders for inclusion in the Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Sale Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Sale Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Sale Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representatives expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3. 1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment thereof or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its affiliates and each of its and their respective directors, officers officers, members, employees, representatives and employees agents, and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnified Parties”) against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such UnderwriterDamages, 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, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriter’s Information or other written information furnished to the Company with respect to such by the Underwriter by or on behalf of such Underwriter expressly specifically for use in the preparation thereof; provided, that such Preliminary Prospectusindemnify shall not apply in the event such Damages result from the gross negligence, if any, willful misconduct or bad faith of the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationCompany Indemnified Parties. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such the Underwriter, such the Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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, if any, the Registration Statement General Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement General Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 7.1(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Offered Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the General Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, whether arising out of any action between the Underwriters and the Company or between the Company and any third-party or otherwise) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions directly relating to the transactions effected by the Underwriters in connection with this offering made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such by any Underwriter by or on behalf of such Underwriter through either Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwritercontained in subsection 7(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions omissions, made in the Registration Statement, any Preliminary Prospectus, if anypreliminary prospectus, the Registration Statement General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto or in any application, thereto) in reliance upon, upon and in strict conformity with, with written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, such Preliminary Prospectus, if anypreliminary prospectus, the General Disclosure Package, such Issuer Free Writing Prospectus or the Prospectus (or such amendment or supplement). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statement, such preliminary prospectus, the General Disclosure Package, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto or thereto) are: (i) the information in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, third paragraph under the Registration Statement or Prospectus or any amendment or caption “Underwriting” in the preliminary prospectus supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have Final Prospectus Supplement, but solely insofar as it concerns the rights and duties given to such Underwriter terms of the offering by the provisions of this Article VI. Notwithstanding Underwriters; (ii) the provisions of this Section 6.3, no Underwriter shall be required to indemnify information in the Company for any amount in excess third sentence of the underwriting discounts fifth paragraph under the caption “Underwriting” in the preliminary prospectus supplement and commissions applicable to the Securities purchased Final Prospectus Supplement, but solely insofar as it concerns market making by such Underwriter. The the Underwriters’ obligations ; (iii) the information in this Section 6.3 to indemnify the Company are several sixth paragraph and seventh paragraph under the caption “Underwriting” in proportion to their respective underwriting obligations the preliminary prospectus supplement and not jointthe Final Prospectus Supplement, but solely insofar as it concerns stabilization transactions by and penalty bids imposed by the Underwriters; and (iv) the information in the twelfth paragraph under the caption “Underwriting” in the preliminary prospectus supplement and the Final Prospectus Supplement.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, officers and officers, employees and agents and each person who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to any untrue statements or omissions, statement or alleged untrue statements or omissions made statement of a material fact contained in any Preliminary the Registration Statement, the Pricing Prospectus, if any, the Registration Statement or Prospectus or any amendment Issuer Free Writing Prospectus (in each case as may be amended and supplemented from time to time), or supplement thereto the omission or in any applicationalleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in reliance uponthe light of the circumstances under which they were made, and not misleading, in strict conformity with, written information furnished each case to the Company with respect extent, but only to the extent, that such Underwriter by untrue statement or on behalf of such Underwriter expressly for use alleged untrue statement or omission or alleged omission was made in such Preliminary the Registration Statement, the Pricing Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or Issuer Free Writing Prospectus (in any such applicationeach case as may be amended and supplemented from time to time) in reliance upon and in conformity with the Underwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Pricing Prospectus or any amendment or supplement thereto or any applicationthe Prospectus (in each case as may be amended and supplemented from time to time), and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2 hereof.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters’ obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given provided to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given provided to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and officers, employees and agents and Persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationthereto. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VISection 6.2. Notwithstanding the provisions of this Section 6.3, no Underwriter Indemnified Party shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, 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, if anythe Sale Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on such director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commissions received by such Underwriter in connection with the Public Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, if anythe Sale Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled “Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting” in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto; and to reimburse the Company or any such director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commission received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against , are the Company or any other Person so indemnified based on any Preliminary statements set forth in the paragraphs entitled “Pricing of Securities,” “Over Allotment and Stabilizing Transactions,” and “Commissions and Discounts” under the caption “Underwriting” in the Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus: [the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids”]. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the name of the Underwriter and the information with respect to dealers' concessions and reallowances contained in the section of the Prospectus entitled "Underwriting," and the identity of counsel to the Underwriters contained in the section of the Prospectus entitled "Legal Matters." In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters, by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement General Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement General Disclosure Package or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement the General Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids” (the “Underwriter Information”). In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Firm Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, directors and officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to to, such Underwriter by or on behalf of such Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter pursuant to this Agreement in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriters may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the fifth paragraph under the section entitled "Underwriting Terms," the first paragraph under the section entitled “Pricing of Securities,” the section entitled “Over Allotment and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, Stabilizing Transactions,” and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess names of the underwriting discounts and commissions applicable to underwriters, each under the Securities purchased by such Underwritercaption “Underwriting” in the Prospectus. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement General Disclosure Package, the Prospectus or any Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if anythe General Disclosure Package, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement General Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth under the caption “Underwriting” in the sentences related to concessions and reallowances and the paragraph related to stabilization, syndicate covering transactions and penalty bids. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees The Placement Agents agree to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationPlacement Agents’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriterthe Placement Agents, such Underwriter the Placement Agents shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the Placement Agents by the provisions of this Article VI. Notwithstanding Section 9.B. The Company agrees promptly to notify the provisions Placement Agents of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement Agents shall not relieve the Placement Agents from any obligation or liability which the Placement Agents may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 9.C. or otherwise to the Securities purchased by Company, except to the extent the Placement Agents are materially prejudiced as a proximate result of such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointfailure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Offering Statement and employees and agents persons who control 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 foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Offering Statement, any Preliminary Prospectus, if anyOffering Circular, the Registration Statement Pricing Disclosure Package or Prospectus Final Offering Circular or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anyOffering Circular, the Registration Statement Offering Statement, the Pricing Disclosure Package or Prospectus the Final Offering Circular or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointOffering Statement, the Pricing Disclosure Package or the Final Offering Circular.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, Prospectus the Registration Statement or the Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Registration Statement, the Preliminary Prospectus, if any, the Registration Statement Prospectus or any Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, its agents and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer, agent or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any such application, and (ii) failure by such Underwriter to provide a copy of the Prospectus Supplement (as amended or supplemented) as required by the Securities Act and the rules and regulations thereunder. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, directors and officers and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters’ obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control 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 foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled “Pricing of Securities,” “Over Allotment and Stabilizing Transactions,” and “Commissions and Discounts” under the caption “Underwriting” in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Preliminary Prospectus Supplement or the Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such the Preliminary Prospectus, if any, Prospectus Supplement or the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary the Registration Statement, the Prospectus, if any, the Registration Statement Preliminary Prospectus Supplement or the Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters’ ' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, its agents and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, 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 including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such to, the Underwriter by or on behalf of such the Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer, agent or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriter have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter’s Information. The Underwriters’ obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control 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 foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any Marketing Materials or application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such Marketing Materials or application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any Marketing Materials or application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.