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 directors, officers, employees and agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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) 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), 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 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 or omission or alleged omission made in reliance upon and in conformity with written 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). The indemnity agreement set forth in this Section 8(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 directorstheir officers and employees, officers, employees and agents and each person, if any, who controls any Underwriter the Underwriters within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter the Underwriters 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (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 Rule 430B or Rule 430C, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing the Time of Sale Prospectus, any preliminary 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), 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 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 RepresentativeUnderwriters) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents 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 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 or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative Underwriters expressly for use in the Registration Statement, any Issuer Free Writing the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a9(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 shall, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees employees, counsel and agents of each Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability 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 expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Underwriter they, or such officerany of them, employee or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are 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 thereto)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, 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 foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to the extent, but only to the extent, arising any person by an Underwriter and is based on or arises out of or based upon any an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written 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)Underwriters’ Information. The This indemnity agreement set forth in this Section 8(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, against any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, expenses of any kind to which such Underwriter or such affiliate, director, officer, employee or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losslosses, claimclaims, damagedamages, liability liabilities or expense expenses (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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, or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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 to reimburse each Underwriter, its officersaffiliates, directors, employeesofficers, agents employees and each such controlling person persons for any and all reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives and incurred in accordance with the provisions of Section 11(c)) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such controlling person in connection with investigating, defendingdefending against, settling, compromising compromising, paying or paying appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or actionaction in respect thereof; provided, however, the Company will not be liable in any such case to the extent (but only to the extent) that the foregoing indemnity agreement a court of competent jurisdiction shall not apply to any have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon resulted solely from any untrue statement or alleged untrue statement or omission or alleged 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 upon and in conformity with (x) the Selling Stockholder Information or (y) written information concerning the Underwriters furnished to the Company by the Representative expressly 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 Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)penultimate sentence of Section 11(c) hereof. The indemnity agreement set forth in this Section 8(a11(a) shall be in addition to any liabilities liability that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, each of its directors, officersofficers and employees, employees and agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or Act, 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (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 Rule 430A 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus free 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 amendment or supplement 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, ; and to reimburse each Underwriter, its officers, directors, employees, agents 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 its officerssuch director, directorsofficer, employees, agents employee 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 foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense (i) to the extent, but only to the extent, arising out of or based upon 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 Representative expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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. The indemnity agreement set forth in this Section 8(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 Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents agents, and each person, if any, who controls each Underwriter or any Underwriter affiliate within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Underwriter joint or such officerseveral, 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (iA) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), 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) upon arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, Time of Sale Prospectus, any preliminary prospectus free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto 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 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 Offered Shares or the offering contemplated hereby, and which is included as part of or referred to reimburse each Underwriterin any loss, its officersliability, directorsclaim, employeesdamage, agents and each such controlling person for expense or action arising out of or based upon any matter covered by this clause (A) or (B) the violation of any Laws of foreign jurisdictions where Offered Shares have been offered or sold; (ii) against any and all expenses loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or violation of any Laws; provided that (subject to Section 9(e)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative) as such expenses are counsel), reasonably incurred by such Underwriter or its officers, directors, employees, agents or such controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Authority, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission or violation of any Laws (whether or not a party), damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made solely in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus Underwriter Information (as hereinafter defined) or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSelling Stockholder Information.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its respective directors, officers, employees employees, affiliates and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee employee, affiliate, agent 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Communication, any Issuer Free Writing Prospectus, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or any amendment or supplement 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, ; and to reimburse each Underwriter, its officers, directors, employees, agents 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 RepresentativeUnderwriters) as such expenses are reasonably incurred by such Underwriter or its officerssuch director, directorsofficer, employeesemployee, agents affiliate, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative any Underwriter expressly for use in the Registration Statement, any Additional Communication, any Issuer Free Writing Prospectus, any preliminary 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. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its directorsofficers and employees, officers, employees and agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (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 Rule 430A or Rule 434 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; or (ii) 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), 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; or (v) upon 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 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 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, its officers, directors, employees, agents Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) 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 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 or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative 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); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement 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 liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, against any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, expenses of any kind to which such Underwriter or such affiliate, director, officer, employee or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losslosses, claimclaims, damagedamages, liability liabilities or expense expenses (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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, or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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 to reimburse each Underwriter, its officersaffiliates, directors, employeesofficers, agents employees and each such controlling person persons for any and all reasonable legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives and incurred in accordance with the provisions of Section 9(c)) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such controlling person in connection with investigating, defendingdefending against, settling, compromising compromising, paying or paying appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or actionaction in respect thereof; provided, however, the Company will not be liable in any such case to the extent (but only to the extent) that the foregoing indemnity agreement a court of competent jurisdiction shall not apply to any have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon resulted solely from any untrue statement or alleged untrue statement or omission or alleged 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 upon and in conformity with written information concerning the Underwriters furnished to the Company by the Representative expressly 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 Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)penultimate sentence of Section 9(b) hereof. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities liability that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or is otherwise permitted pursuant to paragraph (e) of this Section), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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, its officers, directors, employees, agents 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 RepresentativeRepresentatives) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is litigation effected in accordance with the written consent of the Companythis Agreement), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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, or the Prospectus (or any amendment or supplement theretoto 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, and to reimburse each Underwriter, its officers, directors, employees, agents 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 chosen by the Representativec) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its directorsofficers and employees, officers, employees and agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 of the Securities Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such officer, employee employee, controlling person, affiliate or controlling person agent may become subject, under the Securities Act, the Exchange Act or Act, 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 in accordance with the written consent of the CompanySection 9(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (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 Rule 430A 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus free 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 amendment or supplement 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 (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter, its officers, directors, employees, agents Underwriter and each such officer, employee, controlling person person, affiliate or agent for any and all documented expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Underwriter or its officerssuch officer, directorsemployee, employeescontrolling person, agents or such controlling person 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 or based upon 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 Representative Representatives expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its affiliates who have or who are alleged to have, participated in the distribution of the Offered Shares as underwriters, directors, officers, managers, members, partners, employees and agents authorized agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such such, director, officer, employee employee, or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected in accordance with the written consent of the CompanySection 9(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto)to 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 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, its officers, directors, employees, agents Underwriter and each such affiliate, director, officer, manager, member, partner, employee, authorized agent and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents manager, member, partner, employee, authorized agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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(b) below. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, any Section 5(d) Communication or the Prospectus (or any amendment or supplement thereto)to 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 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, its officers, directors, employees, agents Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a‎Section 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 Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretoto the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing the Preliminary Prospectus, the Time of Sale Prospectus, any preliminary prospectus Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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, its officers, directors, employees, agents 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 chosen by the Representativecounsel) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written 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)Underwriter Information. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its directorsofficers and employees, officers, employees and agents and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or 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 Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (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 Rule 430B or Rule 430C, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing the Time of Sale Prospectus, any preliminary 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), 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 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 its officerssuch officer, directors, employees, agents employee 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 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 or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a10(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 Underwriter, its directorsaffiliates, officers, employees directors and agents officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such officerseveral, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or 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 (including any 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, 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) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Underwriter or its officersbased upon, 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 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 or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any 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. The foregoing indemnity agreement with respect to any Preliminary Prospectus shall not inure to the Registration Statementbenefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased any Issuer Free Writing ProspectusShares, or any preliminary prospectus 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 amendment claim asserted, as such fees and expenses are incurred), joint or supplement thereto). The indemnity agreement set forth several, that (i) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in this Section 8(aany 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) shall be in addition arise out of, or are based upon, the failure of the Directed Share Participant to any liabilities pay for and accept delivery of Directed Shares that the Company may 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or is otherwise permitted pursuant to paragraph (e) of this Section), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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, its officers, directors, employees, agents 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 RepresentativeRepresentatives) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a9(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 Underwriter, its affiliates who have or who are alleged to have, participated in the distribution of the Offered Shares as underwriters, its directors, officers, employees and employees, authorized agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate director, officer, employee or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto)to 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 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, 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 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, its officers, directors, employees, agents Underwriter and each such affiliate, director, officer, employee or controlling person for any and all documented expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Underwriter or its officerssuch director, directorsofficer, employeesemployee, agents controlling person, or such controlling person 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 or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a9.A.(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 Underwriter, its affiliates, directors, officers, employees and agents agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee employee, agent or controlling person may become 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowbelow or as otherwise permitted pursuant to Section 9(d) hereof) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary 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 Marketing Material, or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein 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, its officers, directors, employees, agents Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Underwriter or its officerssuch affiliate, directorsdirector, employeesofficer, agents employee, agent 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 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 or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representative Representatives in writing expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any preliminary prospectus 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. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.