Common use of Indemnification of the Underwriters by the Company Clause in Contracts

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, claims, liabilitiesdamages, liabilities or expenses and damages (including of any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), kind to which theysuch Underwriter or such affiliate, director, officer, employee or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such Underwriter and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 11(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, that the Company shall will not be liable in any such case to the extent (but only to the extent) that any a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, liabilitydamage, liability or expense resulted solely from any untrue statement or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an alleged untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or any amendment or supplement thereto, in reliance on upon and in conformity with Underwriters’ Information(x) the Selling Stockholder Information or (y) written information concerning the Underwriters furnished to the Company by the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information set forth in the penultimate sentence of Section 11(c) hereof. This The indemnity agreement will set forth in this Section 11(a) shall be in addition to any liability that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its directors, its officers, its affiliates, as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”), employees, counsel and its selling agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act from and as follows: (i) against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigativeexpense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, the Rule 430B or 430C, as applicable Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the Company this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, Rule 430B or Rule 430C, as applicable applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Underwriters) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its directors, its officers, its affiliates, as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”), employees, counsel and its selling agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act from and as follows: (i) against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigativeexpense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, the Rule 430B or 430C, as applicable Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the Company this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby the Underwriters expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation in accordance with Section 9(d)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430 Information under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel employees and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This With respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, regulation or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS and Xxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company and the Selling Stockholders by the Representatives expressly for use in the Registration Statement, Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each of its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus, any Road Show that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from (i) to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such Road Show, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (c) below or (ii) arising out of a free writing prospectus used by any Underwriter in violation of its covenant in Section 5. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives or the Selling Stockholder expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, claims, liabilitiesdamages, liabilities or expenses and damages (including of any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), kind to which theysuch Underwriter or such affiliate, director, officer, employee or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and, subject to the provisions hereof, will reimburse, as incurred, such Underwriter and its affiliates, directors, officers, employees and each such controlling persons for any reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives and incurred in accordance with the provisions of Section 9(c)) incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, that the Company shall will not be liable in any such case to the extent (but only to the extent) that any a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, liabilitydamage, liability or expense resulted solely from any untrue statement or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an alleged untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or any amendment or supplement thereto, in reliance on upon and in conformity with Underwriters’ Informationwritten information concerning the Underwriters furnished to the Company by the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information set forth in the penultimate sentence of Section 9(b) hereof. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the respective directors, officers, employees, counsel affiliates and agents of each Underwriter agents, and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act, against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such director, officer, employee, affiliate, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementAdditional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallythereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by any Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430Cas applicable, as applicable under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its directors, its officers, its affiliates, as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”), employees, counsel and its selling agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act from and as follows: (i) against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigativeexpense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, the Rule 430B or 430C, as applicable Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the Company this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby any Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of the Underwriters by the Company. The Company shallagrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel agents and agents of each Underwriter affiliates, and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or each such affiliate director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430C430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including, subject to Section 8(d), the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its affiliates, officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates who have or who are alleged to have, participated in the distribution of the Offered Shares as underwriters, its directors, officers, employees, counsel and authorized agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or any prospectus wrapper material distributed in connection therewith, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; providedor (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person for any and all documented expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, controlling person, or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9.A.(b) below. This The indemnity agreement will set forth in this Section 9.A.(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationregulation or the laws or regulations of foreign jurisdictions where Directed Shares have been offered, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission or alleged omission therefrom of a any prospectus wrapper material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company distributed in connection with the marketing reservation and sale of Directed Shares to the offering of the SharesParticipants, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter affiliates and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors bythereto), or with the approval ofany prospectus wrapper material distributed in Canada, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, (as such term is defined in Rule 501(b) under the directorsSecurities Act (each, officersan “Affiliate”)), employees, counsel and its selling agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and as follows: (i) against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigativeexpense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430B, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of or based on any untrue statement or alleged untrue statement of a material fact contained included in or incorporated by reference in any preliminary prospectus, any preliminary prospectus supplementPreliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinany Marketing Materials, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) though (ii) above; provided, however, that the Company this indemnity agreement shall not be liable in apply to any such case loss, liability, claim, damage or expense to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises arising out of an any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance on upon and in conformity with Underwriters’ the Underwriter Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation in accordance with Section 9(d)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430 Information under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement in this Section 9(a) shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesAct, claimsas applicable, liabilities, expenses and damages (including each affiliate of any Underwriter who is deemed a third party beneficiary pursuant to Section 14 hereof, its directors, officers and all investigative, legal and other expenses reasonably incurred in connection withemployees, and any amount paid in settlement ofcontrolling person of such affiliate) against any loss, any actionclaim, suit damage, liability or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyexpense, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, regulation or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of the Shares to such person, and if such Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company or the Selling Shareholders contained herein; or (iv) in whole or in part upon any failure of the Company or the Selling Shareholders to perform their respective obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company and the Selling Shareholders by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, director, officer, employee, agent or any of them, controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to thereto) or any of the foregoingprospectus wrapper material distributed in Canada or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter or any Selling Stockholder furnished to the Company in writing by the Representatives or such Selling Stockholder, as the case may be, expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show. This The indemnity agreement will set forth in this Section 10(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shallagrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel agents and agents of each Underwriter affiliates, and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or each such affiliate director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430C430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including, subject to Section 8(d), the fees and disbursements of counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter, or its affiliates, officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Underwriters expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, regulation or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Communication or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. This The indemnity agreement will set forth in this ‎Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives (or their counsel) expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of ev3 LLC and the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law ; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Piper and BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Preliminary Prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, director, officer, employee, agent or any of them, controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on based upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by any Underwriter through BAS expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallythereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its respective obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of one counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by or on behalf of the Representatives or the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430 Information under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each of its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus, any Road Show that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from (i) to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such Road Show, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (c) below or (ii) arising out of a free writing prospectus used by any Underwriter in violation of its covenant in Section 5. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shallagrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel agents and agents of each Underwriter affiliates, and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or each such affiliate director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430C430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including, subject to Section 8(d), the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its affiliates, officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue state ment or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shallagrees to indemnify, jointly and severally, indemnify defend and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseregulation (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430C or Rule 497 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that or (iii) any untrue statement or alleged untrue statement made by the Company shall not be liable in Section 1 hereof; and to reimburse such Underwriter and each such controlling person for any such case and all expenses (including, subject to the extent that provisions of Section 8(d), the fees and disbursements of counsel chosen by such Underwriter) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, further, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by such Underwriter expressly for use in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by each Underwriter to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 of the Exchange Securities Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee, controlling person, affiliate or any of them, agent may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(d)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus, any Road Show, that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such officer, employee, controlling person, affiliate or agent for any and all documented expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such officer, employee, controlling person, or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the respective directors, officers, employees, counsel affiliates and agents of each Underwriter agents, and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act, against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such director, officer, employee, affiliate, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementAdditional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallythereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, affiliate, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of a counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by any Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered ADSs have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Road Show, any “issuer free writing prospectus” as defined Rule 433 of the Securities Act (“Issuer Free Writing Prospectus”), the Prospectus or any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee and controlling person for any and all documented expenses (including the fees and disbursements of counsel chosen by Credit Suisse and Jefferies) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any such free writing prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Time of Sale Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or fact, in each case, necessary to make the statements therein not misleading and to reimburse such Underwriter, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by such Underwriter) as such expenses are reasonably incurred by such Underwriter, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon (1) any breach by such Underwriter of its covenant set forth in Section 4 hereof or (ii2) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Time of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Sale Prospectus, the Prospectus or any Written Testing-the-Waters Communication Issuer Free Writing Prospectus (or any amendment or supplement to thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the foregoing) or the omission or alleged omission therefrom of a material fact necessary information set forth in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’ InformationSchedule D hereof. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted pursuant to paragraph (e) of this Section), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel (other than one local counsel in each jurisdiction and one counsel with specialized expertise) chosen by the Representatives) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation in accordance with Section 9(d)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430 Information under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representatives) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement in this Section 9(a) shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Ordinary Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such officer, employee and controlling person for any and all reasonable expenses (including the fees and disbursements of counsel chosen by Jefferies, provided that such fees and disbursements are reasonably detailed, but may be redacted narrowly and solely to the extent necessary to preserve privilege) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted pursuant to paragraph (e) of this Section), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of one counsel (other than one local counsel in each jurisdiction and one counsel with specialized expertise) chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto)to the Registration Statement, including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein in the Registration Statement or necessary to make the statements therein in the Registration Statement not misleading or misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing the Preliminary Prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Underwriter Information. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, such consent not to be unreasonably withheld), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Statutory Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallythereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might and the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation effected in accordance with this Agreement), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel c) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information relating to any Underwriter furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in Section 9(c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might and the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel directors and agents of each Underwriter officers and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, liabilitiesdamages and liabilities (including, expenses and damages (including any and all investigativewithout limitation, reasonable legal fees and other reasonable expenses reasonably incurred in connection withwith any suit, and any amount paid in settlement of, any action, suit action or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted, as such fees and expenses are incurred), to which theyjoint or several, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages that arise out of of, or are based on (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission any Preliminary Prospectus or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Shares, Shares (including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically) ), or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, howeverexcept insofar as such losses, that the Company shall not be liable in claims, damages or liabilities arise out of, or are based upon, any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationany information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. This The foregoing indemnity agreement will be in addition with respect to any liability Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased any Shares, or any of its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law to have so been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 5(b) hereof. The Company also agrees to indemnify and hold harmless William Blair & Company, L.L.C. ("William Blair"), its affiliates, dirxxxxxx xxx xxficers and each persox, xx xxx, xxo controls William Blair within the meaning of Section 15 of the Securities Act ox Xxxxxxx 00 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of William Blair's participation as a "qualified independent underwriter", xxxxxx xxx xxaning of the Rules of Conduct of the National Association of Securities Dealers, Inc., in connection with the offering of the Shares. The Company also agrees to indemnify and hold harmless Lehman Brothers Inc., its affiliates, directors and officers and each xxxxxx, if any, who controls Lehman Brothers Inc. within the meaning of Section 15 of the Securitiex Xxx or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action 24 or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that (i) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) arise out of, or are based upon, the failure of the Directed Share Participant to pay for and accept delivery of Directed Shares that the Company might Directed Share Participant agreed to purchase or (iii) is otherwise haverelated to the Directed Share Program.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theythe Underwriters or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation in accordance with Section 11(d)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statements, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430 Information under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statements, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 11(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shallagrees to indemnify, jointly and severally, indemnify defend and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseregulation (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are based on is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430C or Rule 497 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedand to reimburse each Underwriter and each such controlling person for any and all expenses (including, however, that the Company shall not be liable in any such case subject to the extent that provisions of Section 8(e), the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, further, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative on behalf of the Underwriters to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronicallythereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, Rule 430B or Rule 430C, as applicable applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (C) below. This The indemnity agreement will set forth in this Section 10(A) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statements, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430B under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each such Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statements, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in subsection (C) below. This The indemnity agreement will set forth in this Section 10(A) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxxxxx Securities) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by JRCO) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B Rule 430A or 430CRule 430B, as applicable applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in subsection (C) below. This The indemnity agreement will set forth in this Section 10(A) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoingthereto) or the omission or alleged omission therefrom of a any prospectus wrapper material fact necessary distributed in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company [___] in connection with the marketing reservation and sale of Directed Shares to [the offering of the SharesDSP Participants], including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, affiliate, director, officer, employee or any of them, controlling person may become subject under (including in settlement of any litigation, if such settlement is effected with the Securities Act, written consent of the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseCompany), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are based on is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment or supplement thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or caused by the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, directors, officers and employees and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, or its affiliates, directors, officers and employees or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representatives expressly for use therein. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, director, officer, employee, agent or any of them, controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to thereto), or any of “roadshow” (as defined in Rule 433 under the foregoingSecurities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, its officers, directors, employees and agents or (iii) such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Section 9(b) hereof. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, Rule 430B or Rule 430C, as applicable applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or any Written Testing-the-Waters Communication the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each such Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (C) below. This The indemnity agreement will set forth in this Section 10(A) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of ev3 LLC and the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Piper and BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Preliminary Prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal federal, state or state Canadian statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or damage arises from action; provided, however, that the sale of the Shares in the public offering foregoing indemnity agreement shall not apply to any person by an Underwriter and is based on loss, claim, damage, liability or arises expense to the extent, but only to the extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or such affiliate, director, officer, employee, agent or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Securities have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below or as otherwise permitted pursuant to Section 9(d) hereof) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) ), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationinformation relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplementthe Time of Sale Prospectus, any Issuer Free Writing Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by JRCO) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (c) below. This The indemnity agreement will set forth in this Section 9(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act, against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors bythereto), or with the approval ofany prospectus wrapper material distributed in Canada or any other foreign jurisdiction, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will be in addition shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability that or expense purchased Shares, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company might otherwise haveshall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, their officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theyeach such Underwriter or such officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B Rule 430A or 430CRule 430B, as applicable applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Prospectus, any preliminary free writing prospectus supplementthat the Company has filed, any Issuer Free Writing Prospectusor is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in subsection (b) below. This The indemnity agreement will set forth in this Section 10(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by BAS and Piper) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement will shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter affiliates and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors bythereto), or with the approval ofany prospectus wrapper material distributed in Canada, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees (i) to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (iA) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (iiB) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) to reimburse each Underwriter and each such indemnified person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such indemnified person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Representative (or its counsel) expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 7(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shallCompany, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, officers and employees, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which they, such Underwriter or any of them, such controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal federal, state or state Canadian statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430ARule 430A or Rule 434 under the Securities Act, 430B or 430C, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthereto), in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the Units, the Warrants, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that any such loss, claim, liability, expense or damage arises from the sale a court of the Shares in the public offering to any person competent jurisdiction shall have determined by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.a final

Indemnification of the Underwriters by the Company. The Company shallagrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel agents and agents of each Underwriter affiliates, and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter or each such affiliate director, officer, employee or any of them, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, 430B or 430C430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including, subject to Section 8(d), the fees and disbursements of counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter, or its affiliates, officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by the Underwriters expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including any and all investigativeliability or expense, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)as incurred, to which theysuch Underwriter, director, officer, employee, agent or any of them, controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules Rule 430A, Rule 430B or 430CRule 430C under the Securities Act, as applicable or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to thereto) or any of “road show” (as defined in Rule 433 under the foregoingSecurities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were madeeach case, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by ML) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, liabilitydamage, liability or expense or damage arises from to the sale of extent, but only to the Shares in the public offering to any person by an Underwriter and is based on or arises extent, arising out of an or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance on based upon and in conformity with Underwriters’ Informationwritten information furnished to the Company by any Underwriter through ML or by any Selling Shareholder expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof and the only such information furnished by any Selling Shareholder consists of the information described as such in Section 8(b) hereof. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company might may otherwise have.