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

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement 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, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by any Underwriter through the Representatives 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.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, their officers and employees, directors and officers and each person, if any, who controls such Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters or such officer, employee or controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation in accordance with Section 9(d)), claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any Rule 430 Information under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, ; or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein 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, in each case except insofar employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such lossesexpenses are reasonably incurred by the Underwriters or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use thereinin 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 any Underwriter the Representative to the Company consists of the information described as such in subsection (cb) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, employees, directors and officers their affiliates and each person, if any, who controls person controlling such Underwriter (within the meaning of Section 15 of the Securities Act or Section 20 Act), and the directors, officers, agents and employees of the Exchange ActUnderwriters, their affiliates and each such controlling person (the Underwriters, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any and all losses, claims, damages damages, judgments, assessments, costs and other liabilities (includingcollectively, without limitationthe “Liabilities”), reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred)incurred by an Indemnified Person in investigating, joint preparing, pursuing or severaldefending any actions, that arise whether or not any Indemnified Person is a party thereto, arising out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or caused in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to the investors in this Offering by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to the investors in this Offering by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 8, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom of 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) or any untrue unless such statement or alleged untrue statement of a material fact contained omission was made in reliance upon, and in conformity with, the Underwriters’ information furnished to the Company in writing expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided . The Company also agrees to investors by, or with the approval of, the Company reimburse each Indemnified Person for all Expenses as they are incurred in connection with the marketing such Indemnified Person’s enforcement of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) his or its rights under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by any Underwriter through the Representatives 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) belowthis Agreement.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, employeesan “Affiliate”)), directors and officers its selling agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act against any and all loss, claim, damages or liabilities, joint or several whatsoever, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages and or liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred or actions in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, (ii) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d(B) under the Securities Act, in any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Shares Stock (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) roadshow or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any the omission or alleged omission to state therein in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending against any loss, in each case except insofar claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that this indemnity agreement shall not apply to the extent that any such loss, claim, damage or liabilities arise liability arises out of, of or are is based upon, any upon an 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), any preliminary prospectus, any Issuer Free Writing Prospectus, or any Marketing Materials in reliance upon and in conformity with any information furnished to the Company in writing by any Underwriter through the Representatives 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) belowInformation.

Indemnification of the Underwriters by the Company. The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, employeesdirectors, directors officers, employees and officers agents and each person, if any, who controls such 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, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action damage or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that arise Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement 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 thereinStatement, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or in any amendment or supplement thereto), (B) any Issuer Free Writing ProspectusProspectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “issuer informationfree writing prospectus” filed or required to be filed pursuant to (as defined in Rule 433(d) 405 under the Securities Act) used or referred to by any Underwriter, (D) any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”)Stock, including any “road show” (as defined in Rule 433(h) 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication (“Marketing Materials”), or investor presentations made to investors (E) any Blue Sky application or other document prepared or executed by the Company (whether in person or electronicallybased upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Stock under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee, agent or controlling person in each case except insofar connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, in reliance upon and in conformity with any written information concerning such Underwriter furnished to the Company in writing through the Representative by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion therein, it being understood and agreed that the only such which information furnished by any Underwriter consists solely of the information described as such specified in subsection (c) belowSection 10(f). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or to any affiliate, director, officer, employee, agent or controlling person of that Underwriter.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its affiliates, their officers and employees, directors and officers and each person, if any, who controls such Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters or such officer, employee or controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation in accordance with Section 9(d)), claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any Rule 430 Information under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, ; or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein 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, in each case except insofar employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such lossesexpenses are reasonably incurred by the Underwriters or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use thereinin 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 any Underwriter the Representative to the Company consists of the information described as such in subsection (cb) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, employeesdirectors, directors officers, employees and officers agents and each person, if any, who controls such 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, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action damage or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that arise Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement 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 thereinStatement, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or in any amendment or supplement thereto), (B) any Issuer Free Writing ProspectusProspectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “issuer informationfree writing prospectus” filed or required to be filed pursuant to (as defined in Rule 433(d) 405 under the Securities Act) used or referred to by any Underwriter, (D) any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”)Stock, including any “road show” (as defined in Rule 433(h) 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication (“Marketing Materials”), or investor presentations made to investors (E) any Blue Sky application or other document prepared or executed by the Company (whether in person or electronicallybased upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Stock under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, any material fact required to be stated therein or necessary in order to make the statements thereintherein (and except in the case of the Registration Statement, in light of the circumstances under which they were made, ) not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee, agent or controlling person in each case except insofar connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, in reliance upon and in conformity with any written information concerning such Underwriter furnished to the Company in writing through the Representative by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion therein, it being understood and agreed that the only such which information furnished by any Underwriter consists solely of the information described as such specified in subsection (c) belowSection 10(f). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or to any affiliate, director, officer, employee, agent or controlling person of that Underwriter.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, from and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever as reasonably incurred (including, including without limitation, reasonable and documented legal attorneys’ fees and other reasonable any and documented all expenses whatsoever reasonably incurred in connection with investigating, preparing or defending against any suitlitigation, action commenced or proceeding threatened, or any claim assertedwhatsoever, as such fees and expenses are incurredany and all amounts paid in settlement of any claim or litigation), joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement 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 thereinStatement, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto)thereto or amendment thereof, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”)Firm Shares, including any “road show” (as defined in Rule 433(h433) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any arise out of or are based upon the 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; provided, however, that the Company will not be liable in each any such case except insofar as to the extent that any such lossesloss, claimsliability, damages claim, damage or liabilities arise expense arises out of, of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, or any post-effective amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, any Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in strict conformity with any written information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter Underwriters consists of the information described as such in subsection (cthe final sentence of Section 8(b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, employeesofficers, directors employees and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which such Underwriter or such officer, employee or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, ; or (ii) or upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein 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; (v) any act or failure to act or any alleged act or failure to act by the Underwriters in connection with, or relating in any manner to, 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) above, provided that the Company shall not be liable 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 the Underwriters through their gross negligence or willful misconduct; and to reimburse each case except insofar 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 lossesexpenses are reasonably incurred by such Underwriter or its officers, claimsdirectors, damages employees, agents or liabilities arise 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, it being understood and agreed any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the tenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (the “Underwriter Information”); and the Underwriters confirm that such information furnished by statements are correct. The indemnity agreement set forth in this Section 8(a) shall be in addition to any Underwriter consists of liabilities that the information described as such in subsection (c) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, employeesdirectors, directors officers, employees and officers agents and each person, if any, who controls such 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, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action damage or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that arise Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement 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 thereinStatement, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or in any amendment or supplement thereto), (B) any Issuer Free Writing ProspectusProspectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “issuer informationfree writing prospectus” filed or required to be filed pursuant to (as defined in Rule 433(d) 405 under the Securities Act) used or referred to by any Underwriter, (D) any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”)Stock, including any “road show” (as defined in Rule 433(h) 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication (“Marketing Materials”), or investor presentations made to investors (E) any Blue Sky application or other document prepared or executed by the Company (whether in person or electronicallybased upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Stock under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, any material fact required to be stated therein or necessary in order to make the statements thereintherein (and except in the case of the Registration Statement, in light of the circumstances under which they were made, ) not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee, agent or controlling person in each case except insofar connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, in reliance upon and in conformity with any written information concerning such Underwriter furnished to the Company in writing by or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion therein, it being understood and agreed that the only such which information furnished by any Underwriter consists solely of the information described as such specified in subsection (c) belowSection 10(f). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or to any affiliate, director, officer, employee, agent or controlling person of that Underwriter.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement 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, not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” show (as defined in Rule 433(h) under the Securities Act) (a “road show”) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by any Underwriter through the Representatives 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.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, from and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever as reasonably incurred (including, including without limitation, reasonable and documented legal attorneys’ fees and other reasonable any and documented all expenses whatsoever reasonably incurred in connection with investigating, preparing or defending against any suitlitigation, action commenced or proceeding threatened, or any claim assertedwhatsoever, as such fees and expenses are incurredany and all amounts paid in settlement of any claim or litigation), joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement 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 thereinStatements, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto)thereto or amendment thereof, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”)Firm Shares, including any “road show” (as defined in Rule 433(h433) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any arise out of or are based upon the 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 mademade (other than with respect to the Registration Statements), not misleading; provided, however, that the Company will not be liable in each any such case except insofar as to the extent that any such lossesloss, claimsliability, damages claim, damage or liabilities arise expense arises out of, of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statements, or any post-effective amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, any Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in strict conformity with any written information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives or any Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter Underwriters consists of the information described as such in subsection (cthe final sentence of Section 8(c) below and the only such information furnished by or on behalf of any Selling Stockholder consists of the information described as such in the final sentence of Section 8(b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, officers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or such officer, employee, controlling person or affiliate may become subject, under the Securities Act, the Exchange 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 otherwise (including in settlement of any litigation, subject to Section 9(e)), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, ; or (ii) or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (the “Marketing Materials”), including any “road show” (as defined in Rule 433(h) under the Securities Act) or investor presentations made to investors by the Company (whether in person or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein 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 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, provided that the Company shall not be liable 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 case except insofar Underwriter and each such officer, employee, controlling person and affiliate for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx) as such lossesexpenses are reasonably incurred by such Underwriter or such officer, claimsemployee, damages controlling person or liabilities arise affiliate 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any such free writing prospectus, any Permitted Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Representatives to the Company consists of the information described as such in subsection (c) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.