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

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

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

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

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, shall indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel and agents of each such Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses expenses, and damages (including any and all investigative, legal legal, and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit suit, or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses expenses, or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any the information deemed to be a part thereof of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A, 430A and 430B or 430Cof the Securities Act and the rules and regulations thereunder, as applicable applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Permitted Free Writing Prospectus, or the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading 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 Offering of the SharesSecurities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained herein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense expense, or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For all purposes of this Agreement, the information set forth in the Prospectus in the “Price Stabilization, Short Positions and Penalty Bids,” and “Electronic Offer, Sale and Distribution” sections under the caption “Underwriting” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement, or the Prospectus.

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

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

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

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each UnderwriterUnderwriter and its partners, its members and affiliates, the and their respective directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, liabilitiesdamages and liabilities (including, expenses and damages (including any and all investigativewithout limitation, legal fees and other expenses reasonably incurred in connection withwith any loss, claim, damage, liability, litigation, investigation, suit, action or proceeding (whether or not such Indemnified Person (as defined below) is a party thereto), whether commenced or threatened, and any amount paid in settlement of, any action, suit or proceeding between connection with the enforcement of this provision with respect to any of the indemnified parties above, in each case, as such fees and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedexpenses are incurred), to which theyjoint or several, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages that arise out of of, or are based on upon, (i) 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 Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any preliminary prospectusamendment or supplement thereto), any preliminary prospectus supplementPreliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Written Testing-the-Waters Communication Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, howeverin each case except insofar as such losses, that the Company shall not be liable in claims, damages or liabilities arise out of, or are based upon, any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition any information relating to any liability Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

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

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

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

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

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

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

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

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

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, will indemnify and hold harmless each UnderwriterUnderwriter and its affiliates (within the meaning of Rule 405 under the Securities Act), its such Underwriter and affiliates’ respective partners, the members, directors, officers, employees, counsel agents, affiliates and such affiliates’ directors, officers, employees and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and (each an “Indemnified Party”), on an after-tax basis, against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (or any amendment thereto)thereof at any time, including the ADS Registration Statement at any information deemed to be a part thereof pursuant to Rules 430Atime, 430B any Statutory Prospectus at any time, the Final Prospectus, any Issuer Free Writing Prospectus, any written Section 5(d) Communication or 430Cany “road show” as defined in Rule 433(h) under the Act, as applicable or arise out of or are based upon 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, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) any untrue statement whether or alleged untrue statement not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement this provision with respect 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 misleadingabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition written information furnished to the Company by any liability Underwriter through the Representatives specifically for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

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

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, agrees to indemnify and hold harmless each UnderwriterUnderwriter and its partners, its members and affiliates, the and their respective directors, officers, employeesemployees and agents, counsel and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, liabilitiesdamages and liabilities (including, expenses and damages (including any and all investigativewithout limitation, legal fees and other expenses reasonably incurred in connection withwith any loss, claim, damage, liability, litigation, investigation, suit, action or proceeding (whether or not such Indemnified Person (as defined below) is a party thereto), whether commenced or threatened, and any amount paid in settlement of, any action, suit or proceeding between connection with the enforcement of this provision with respect to any of the indemnified parties above, in each case, as such fees and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim assertedexpenses are incurred), to which theyjoint or several, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages that arise out of of, or are based on upon, (i) 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 Rules 430A, 430B or 430C, as applicable or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any preliminary prospectusamendment or supplement thereto), any preliminary prospectus supplementPreliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus or Securities Act, any Written Testing-the-Waters Communication Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any amendment Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or supplement to caused by any of the foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, howeverin each case except insofar as such losses, that the Company shall not be liable in claims, damages or liabilities arise out of, or are based upon, any such case to the extent that any such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or arises out of an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition any information relating to any liability Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

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

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

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

Indemnification of the Underwriters by the Company. The Company shall, jointly and severally, will indemnify and hold harmless each Underwriter, Underwriter and its affiliates, the such Underwriter and affiliates’ respective partners, members, directors, officers, employees, counsel agents, affiliates and such affiliates’ directors, officers, employees and agents of each Underwriter and each person, if any, who controls each such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and (each an “Indemnified Party”), on an after-tax basis, against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)several, to which they, or any of them, such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (or any amendment thereto)thereof at any time, including the ADS Registration Statement at any information deemed to be a part thereof pursuant to Rules 430Atime, 430B any Statutory Prospectus at any time, the Final Prospectus, any Issuer Free Writing Prospectus, any written Section 5(d) Communication or 430Cany “road show” as defined in Rule 433(h) under the Act, as applicable or arise out of or are based upon 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, and will reimburse each Indemnified Party for any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) any untrue statement whether or alleged untrue statement not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement this provision with respect 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 misleadingabove as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with Underwriters’ Information. This indemnity agreement will be in addition written information furnished to the Company by any liability Underwriter through the Representatives specifically for use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

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