Common use of Indemnification of the Underwriters by the Selling Shareholders Clause in Contracts

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), joint or several, that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing ProspectusADS Registration Statement, the Preliminary Prospectus 8-A Registration Statement or the Prospectus (or any amendment or supplement thereto) or the any Preliminary Prospectus, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, in each case to the extent that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of the respective such Selling Shareholder expressly for use therein. Notwithstanding the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectusforegoing provision, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf aggregate amount of any Selling Shareholder consists of the following information: the legal name of such each Selling Shareholder, ’s indemnity obligations under this Section 8(b) shall not exceed an amount equal to the number of shares of Common Stock beneficially owned and the Shares offered gross proceeds received by such Selling Shareholder, and Shareholder from the address sale of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table ADSs (and corresponding footnotesincluding Optional ADSs) under the caption “Selling Shareholders” (with respect pursuant to each Selling Shareholder, such information, the “Selling Shareholder Information”)this Agreement.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or any amendment theretofiled, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any , in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Sale Prospectus, such free writing prospectus that the Preliminary Prospectus Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any such amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein), in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Shareholders expressly for use therein; and to reimburse each Underwriter and each such officer, employee or controlling person for any and all reasonable expenses (including the Registration Statementreasonable fees and disbursements of counsel chosen by Jefferies, provided that such fees and disbursements are reasonably detailed, but may be redacted narrowly and solely to the extent necessary to preserve privilege, and rates associated therewith are no higher than those customarily charged by such counsel to the Underwriters in the ordinary course of business) 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 Company Additional Written Communicationsuch loss, any Issuer Free Writing Prospectusclaim, the Preliminary Prospectus damage, liability, expense or the Prospectus (or any amendment or supplement thereto)action; provided, it being understood and agreed however, that the only such information furnished by or on behalf liability of any each Selling Shareholder consists under the foregoing indemnity agreement shall be limited to an amount equal to the initial public offering price of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Offered Shares offered sold by such Selling Shareholder, and less the address underwriting discounts, as set forth on the cover of such the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers and officers agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or defending any suit, such action or proceeding or any claim asserted, ) insofar as such fees and expenses are incurredlosses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, 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; , or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus (taken together with the Pricing Disclosure Package), or the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any 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, in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Pricing Prospectus, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, in each case in reliance upon and in conformity with the Selling Shareholder Information; provided, however, that each Underwriter acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Company by or on behalf of the Selling Shareholders will only expressly for use in the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, is the Selling Shareholder Information; provided, further, that (x) the Selling Shareholders shall not be liable in any such case insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Underwriters expressly for use therein and (y) the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists liability of the following information: Selling Shareholders pursuant to this subsection (b) shall not exceed the legal name of such gross proceeds to the Selling ShareholderShareholders, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)Pricing Prospectus.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each (i) Underwriter, its affiliatesofficers and employees, directors each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act, and officers each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and (ii) the Company, its directors, officers, and each person, if any, who controls such Underwriter the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, the Company, or any such director, officer, employee , controlling person or affiliate may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation, claimssubject to Section 9(e)), damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (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 Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communicationpreliminary prospectus, Issuer Free Writing the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Preliminary Prospectus Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) ), 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 act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Selling Shareholders shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter, the Company, and each such director, officer, employee, controlling person and affiliate for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx) as such expenses are reasonably incurred by such Underwriter, the Company, or such director, officer, employee, controlling person or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action;, provided, however, that the Selling Shareholders will foregoing indemnity agreement shall only be liable in apply to any such case insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective such Selling Shareholder expressly for use in preparing responses to Items 7 and 11(m) of Form S-1 in the Registration Statement, any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing ProspectusRoad Show, the Preliminary Prospectus any such free writing prospectus, any Permitted Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto); and provided, it being understood and agreed further, that the only such information furnished by or on behalf liability of any each Selling Shareholder consists under the foregoing indemnity agreement shall be limited to an amount equal to the public offering price of the following information: the legal name of Offered Shares sold by such Selling Shareholder, Shareholder (less the number of shares of Common Stock beneficially owned underwriting discount but before taxes and the Shares offered other expenses payable by such Selling Shareholder, and the address of such ). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct may become subject, from and against any and all under the Securities Act or otherwise, insofar as such losses, claims, damages and or liabilities (including, without limitation, legal fees and other expenses reasonably incurred or actions in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurredrespect thereof) that arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any amendment thereto, or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading; , or (ii) any an untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Preliminary Prospectus, the Preliminary Prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto) , any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, or the omission or alleged omission therefrom of to state 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 to the extent, but only to the extent, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or omission made any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name Information of such Selling Shareholder; and will reimburse each Underwriter, its affiliates, directors, officers, and each person, if any, who controls any Underwriter within the number meaning of shares Section 15 of Common Stock beneficially owned the Securities Act and Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by such Underwriter, its affiliates, directors, officers, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Shares offered by Exchange Act in connection with investigating or defending any such Selling Shareholderaction or claim as such expenses are incurred; provided, and further, that the address liability of such Selling Shareholder that appear pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Shareholder including any Optional Shares and the price per Share referenced in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table Section 2 hereof (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such informationamount, the “Selling Shareholder InformationProceeds”)) as set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Shareholders. Each of the The Selling ShareholdersShareholder will, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Indemnified Party against any and all losses, claims, damages and or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred or actions in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurredrespect thereof) that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration StatementStatement at any time, any ADS Registration Statement or any amendment or supplement thereto, 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; , or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing ProspectusStatutory Prospectus as of any time, the Preliminary Final Prospectus or the Prospectus (or any amendment or supplement thereto) , any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d), 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 in order to make the statements therein, in the light of the circumstances under which they were made, not 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 (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Selling Shareholders Shareholder will only not be liable in any such case insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any 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 upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the respective Selling Shareholder expressly Representatives specifically for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder Underwriter consists of the following information: information described as such in subsection (c) below. Notwithstanding the legal name generality of the foregoing, the Selling Shareholders will only be liable to the extent that such loss, claim, damage, liability, action, litigation, investigation or proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such Selling Shareholder, documents in reliance upon and in conformity with written information furnished to the number of shares of Common Stock beneficially owned and Company or the Shares offered Representatives by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)specifically for use therein.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholder severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), joint or several, that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, 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; or , (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus or the any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any 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; provided, however, that each Selling Shareholder shall be liable hereunder only with respect to the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information Shareholder Information furnished to the Company by or on behalf of the respective Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and only up to such amount equal to the address of net proceeds received by such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect pursuant to each Selling Shareholder, such information, the “Selling Shareholder Information”)this Agreement.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and but not jointly, agrees to indemnify and hold harmless the Company, each Underwriter, its affiliates, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) that arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of a material fact relating to such Selling Shareholder contained in the Registration Statement, Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or the caused by any 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; , but only with reference to information relating to such Selling Shareholder furnished in writing to the Company by or (iion behalf of such Selling Shareholder expressly for use in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) any untrue statement or alleged untrue statement of a material fact contained in under the Securities Act, any Company Additional Written Communicationinformation that the Company has filed, Issuer Free Writing Prospectusor is required to file, pursuant to Rule 433(d) under the Preliminary Prospectus Securities Act, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case and except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information relating to any Underwriter furnished to the Company Selling Shareholders in writing by or on behalf of the respective Selling Shareholder such Underwriter expressly for use therein. The liability of the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the total gross proceeds from the offering of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered purchased under this Agreement received by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and but not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) that arise out of or are based upon (i) caused by any untrue statement or alleged untrue statement of a material fact relating to such Selling Shareholder contained in the Registration Statement, Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or the caused by any 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; , but only with reference to information relating to such Selling Shareholder furnished in writing to the Company by or (iion behalf of such Selling Shareholder expressly for use in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) any untrue statement or alleged untrue statement of a material fact contained in under the Securities Act, any Company Additional Written Communicationinformation that the Company has filed, Issuer Free Writing Prospectusor is required to file, pursuant to Rule 433(d) under the Preliminary Prospectus Securities Act, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case and except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made based upon information relating to any Underwriter furnished the Selling Shareholders in reliance upon and in conformity with written information furnished to the Company writing by or on behalf of the respective Selling Shareholder such Underwriter through you expressly for use therein. The liability of the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the total gross proceeds from the offering of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered purchased under this Agreement received by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the The Selling Shareholders, severally and but not jointly, agrees agree to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Shareholders), damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretoto the Registration Statement, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein in the Registration Statement or necessary to make the statements therein in the Registration Statement not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Company Additional Written Communication, Issuer Free Writing the Preliminary Prospectus, the Preliminary Prospectus Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) to the foregoing), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made Preliminary Prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) in reliance upon and in conformity with the Selling Shareholder Information; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Selling Shareholders will foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have. As used in this Agreement with respect to a Selling Shareholder and an applicable document, “Selling Shareholder Information” shall mean the written information furnished to the Company by or on behalf of the respective such Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), therein; it being understood and agreed upon that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear information in the Registration Statement, the Preliminary Time of Sale Prospectus or and the Prospectus furnished on behalf of such Selling Shareholder: (i) the legal name, address and the number of Ordinary Shares and Related Securities owned by such Selling Shareholder before and after the offering contemplated hereby; and (ii) the other information with respect to such Selling Shareholder (excluding percentages) that appears in the table (and corresponding footnotes) footnotes under the caption captions “Principal Securityholders” and “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder InformationSecurityholders.”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Shareholder), damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Company Additional Written Communicationpreliminary prospectus, Issuer Free Writing the Time of Sale Prospectus, any free writing prospectus that the Preliminary Prospectus Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any such preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with the Selling Shareholder Information furnished to the Company by such Selling Shareholder in writing expressly for use therein; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and properly documented expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Selling Shareholders will foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by or on behalf of the respective Selling Shareholder Representative in writing expressly for use in the Registration Statement, any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectussuch free writing prospectus, the Preliminary Prospectus any Permitted Section 5(d) Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: information described in Section 9(c) below provided further, that the legal name liability of such each Selling Shareholder, Shareholder pursuant to this Section 9(b) shall not exceed the product of the number of shares of Common Stock beneficially owned and the Shares offered sold by such Selling Shareholder, Shareholder and the address initial public offering price of such Selling Shareholder that appear the Shares as set forth in the Registration StatementProspectus after deducting any underwriting discounts and commissions received by the Underwriters, but without deducting expenses of the Preliminary Prospectus Company or the Prospectus in the table Selling Shareholders (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder InformationNet Proceeds”). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or controlling persons may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Selling Shareholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part upon any failure of such Selling Shareholder to perform its obligations hereunder or under law; in each case under clauses (i) and (ii) immediately above to the extent, howeverbut only to the extent, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, any preliminary prospectus, the Prospectus (or omission made any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective such Selling Shareholder expressly for use therein; and to reimburse the Underwriters, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Underwriters, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; PROVIDED HOWEVER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person (it being understood that if at the time of any such claim such Underwriter shall certify that it has sent or given the Prospectus as then amended or supplemented to any person making such claim at or prior to the written confirmation of such sale, it shall be presumed that such Prospectus has been so sent or given unless the Selling Shareholder shall have sustained the burden of proving, in a court of competent jurisdiction by a final and nonappealable order, that the facts are otherwise), 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 Underwriters, hereby acknowledge that the only information that the Selling Shareholders have furnished to the Company expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood ) are the statements set forth in the Prospectus under the caption "Principal and agreed Selling Shareholders"; and the Selling Shareholders confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be limited to an amount equal to the only such information furnished by or on behalf of any Selling Shareholder consists total initial public offering price of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered sold by such Selling Shareholder, and less the address underwriting discount, as set forth on the front cover page of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)Prospectus.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, affiliates and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or such controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C 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 misleadingmisleading in each case described in clause (i) or (ii), to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case described in clause (i) or (ii), to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein; and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Selling Shareholders will foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Representative expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) and, it being understood and agreed provide further that the only such information furnished by or on behalf of any liabilities that each Selling Shareholder consists shall have under this Section 8(b) shall not exceed the gross proceeds of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered Offering received by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).Selling

Indemnification of the Underwriters by the Selling Shareholders. Each Subject to the limitations set forth in Clause 9(g), each of the Selling Shareholders, Shareholders severally and not jointly, jointly in proportion to the number of ADSs to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), joint or several, that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the information related to such Selling Shareholder included in the Registration Statement, or any amendment thereto, Statement or the F-6 Registration Statement or caused by any omission or alleged omission therefrom of to state therein a material fact related to such Selling Shareholder required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or information related to such Selling Shareholder included in the Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or the any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission therefrom of to state therein a material fact related to such Selling Shareholder necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the indemnification set forth in this sub-clause (b) is limited to information related to such Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information Shareholder furnished to the Company in writing by or on behalf of the respective such Selling Shareholder expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing the Pricing Disclosure Package and the 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 or on behalf of any such Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the number of offered shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of and other information with respect to such Selling Shareholder that appear (excluding percentages) which appears in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), as such fees and expenses are incurred) joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, 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 not misleading; , or (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any Written Road Show Materials or the any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any 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; provided, however, it be being understood and agreed that the only such information furnished by the Selling Shareholders will only be liable consists of the Selling Shareholder Information, in any such each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the respective Selling Shareholder Representative expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder Underwriter consists of the following information: the legal name of information described as such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotesSection 9(c) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)below.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders severally, severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), joint or several, that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus Statement or the Prospectus (or any amendment or supplement thereto) or the any Preliminary Prospectus, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will but only be liable in with respect to any such case insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of the respective such Selling Shareholder expressly for use therein; provided, however, that the Registration Statementliability of a Selling Shareholder under this Section 8(b) shall be limited to an amount equal to the aggregate net proceeds to such Selling Shareholder from the sale of Shares hereunder; provided further, however, that with respect to any Company Additional Written Communication, such untrue statement in or omission from any Issuer Free Writing Preliminary Prospectus, the Preliminary Prospectus or indemnity agreement contained in this paragraph (b) shall not inure to the Prospectus (or benefit of any amendment or supplement thereto), it being understood and agreed Underwriter to the extent that the only such information furnished by or on behalf sale to the person asserting of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholderloss, the number of shares of Common Stock beneficially owned and the Shares offered claim, damage or liability was an initial resale by such Selling ShareholderUnderwriter and any such loss, and the address claim, damage or liability of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholdersuch Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such information, failure to deliver the “Selling Shareholder Information”)Prospectus was a result of non-compliance by the Company with the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers and officers agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or defending any suit, such action or proceeding or any claim asserted, ) insofar as such fees and expenses are incurredlosses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, 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; or , (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus listed on Annex B hereto (taken together with the Pricing Disclosure Package), any Written Testing-the-Waters Communication listed on Annex D hereto (taken together with the Pricing Disclosure Package), or the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any 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, in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Pricing Prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus listed on Annex B hereto, any Written Testing-the-Waters Communication listed on Annex D hereto, in each case in reliance upon and in conformity with the Selling Shareholder Information; provided, however, that the Underwriters acknowledge and agree that for all purposes of this Agreement, the only information furnished to the Company by or on behalf of the Selling Shareholders will only expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus listed on Annex B hereto, any Written Testing-the-Waters Communication listed on Annex D hereto is the Selling Shareholder Information; provided, further, that (x) the Selling Shareholders shall not be liable in any such case insofar as to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus listed on Annex B hereto, any Written Testing-the-Waters Communication listed on Annex D hereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of an Underwriter through the respective Selling Shareholder Representatives expressly for use therein and (y) the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists liability of the following information: Selling Shareholders pursuant to this subsection (b) shall not exceed the legal name of such net proceeds to the Selling ShareholderShareholders, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)Pricing Prospectus.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) ), joint or several, that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, Statement or the ADS Registration Statement or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), any Free Writing Prospectus or the any Time of Sale Information, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, but only to the extent that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written the information relating to any Selling Shareholder furnished in writing to the Company by or on behalf of the respective such Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)therein.

Indemnification of the Underwriters by the Selling Shareholders. (i) Each of the Selling ShareholdersShareholders severally, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within Indemnified Person to the meaning of same extent as the indemnity set forth in Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred9(a) that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinabove, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such each case except insofar as such losses, claims, damages or liabilities Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder Underwriter consists of the following information: the legal name of information described as such in Section 9(c) below; provided that in no event shall any Selling Shareholder, ’s aggregate liability under Sections 9(b) and 9(e) exceed an amount equal to the number aggregate Purchase Price (less underwriting discounts and commissions) of shares of Common Stock beneficially owned and the Shares offered ADSs sold by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table under this Agreement (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Proceeds”); provided further, that the indemnification by each of the Selling Shareholders pursuant to this clause 9(b)(i) shall be limited to Losses arising out of, or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Shareholder’s Selling Shareholder Information. (ii) Notwithstanding and without limiting the foregoing clause 9(b)(i), each of Synergy Aerospace Corp. and Kingsland Holdings Limited (collectively, the “Specified Selling Shareholders”) severally, and not jointly, agrees: (A) in the event a court of competent jurisdiction determines by final and non-appealable judgment that the Company is required to pay a specified amount (a “Judgment Amount”) to an Underwriter Indemnified Person or Persons in respect of the Company’s obligations pursuant to Section 9(a) hereof to indemnify and hold harmless such Underwriter Indemnified Persons, from and against any and all Losses, that arise out of, or are based upon a Company Indemnification Event relating to (x) all of the information in respect of the Company and its subsidiaries (including without limitation the Company’s consolidated financial statements and the notes thereto) and the industries in which the Company and is subsidiaries operate and (y) the terms and conditions of, and rights under, the Underlying Shares and the ADSs (collectively, the “Specified Company Information”), and the Company fails to make such payment within 90 days, to pay to such Underwriter Indemnified Persons an amount equal to the Judgment Amount; and (B) in the event the Company (x) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (y) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property of the Company or (z) effects any general assignment for the benefit of creditors, to indemnify and hold harmless each Underwriter Indemnified Person from and against any and all Losses that arise out of or are based upon any Company Indemnification Event relating to Specified Company Information; provided that the indemnification by each of the Specified Selling Shareholders pursuant to this clause 9(b)(ii) shall be subject to such conditions and limitations as may be separately agreed in writing among the Representatives and the Specified Selling Shareholders.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered ADSs have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Selling Shareholder Information with respect to such Selling Shareholder contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Selling Shareholder Information with respect to such Selling Shareholder contained in any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Road Show, any Issuer Free Writing Prospectus, the Preliminary Prospectus any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Road Show, such free writing prospectus, such Written Testing-the-Waters Communication or the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with the Selling Shareholder Information with respect to such Selling Shareholder; and to reimburse each Underwriter and each such director, officer, employee and controlling person for any and all documented expenses (including the fees and disbursements of counsel chosen by Credit Suisse and Jefferies) as such expenses are reasonably incurred by such Underwriter, or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Selling Shareholders will foregoing indemnity agreement shall not apply (i) to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing ProspectusRoad Show, the Preliminary Prospectus any such free writing prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Selling Shareholder the Representatives to the Company consists of the following information: information described in subsection (c) below, or (ii) for any amount arising under this subsection (b) in excess of the legal name of such Selling Shareholder, proceeds from the number of shares of Common Stock beneficially owned and the Shares offered public offering contemplated hereby received by such Selling Shareholder, Shareholder after deducting any underwriting discounts and commissions received by the address of such Underwriters (the “Net Proceeds”). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of such Selling Shareholder), damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Representatives, directly or through such Selling Shareholder's representatives, specifically for inclusion therein; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, misleading to the extent that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Representatives, directly or through such Selling Shareholder's representatives, specifically for inclusion therein; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Shareholder contained herein; or (iv) in whole or in part upon any failure of such Selling Shareholder 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, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, PROVIDED that such Selling Shareholder shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by NMSI) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling (pursuant to Section 8(e)), compromising or paying any such loss, claim, damage, liability, expense or action; PROVIDED, HOWEVER, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and PROVIDED, it being understood FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and agreed that a copy of the only such information 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 any Selling Shareholder consists such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the following information: sale of the legal name of Common Shares to such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholderperson, and if the address of Prospectus (as so amended or supplemented) would have cured the defect giving rise to such Selling Shareholder loss, claim, damage, liability or expense; and PROVIDED, FURTHER, that appear with respect to any untrue statement or omission made in the Registration Statement, the Preliminary Prospectus or any supplement or amendment thereto, the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to liability of each Selling Shareholder, Shareholder under this paragraph shall be limited to an amount equal to the net proceeds received by the Selling Shareholders from the sale of the Common Shares sold by such information, the “Selling Shareholder Information”)to the Underwriters pursuant to the terms hereof. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders (1) jointly and severally with respect to subsections (i), (ii), (iii)(x) and (v) below and (2) severally and not jointlyjointly with respect to subsections (iii)(y) and (iv) below, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which such Underwriter or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedor (iii) in whole or in part upon any inaccuracy in the representations and warranties of (x) the Company (as if such Selling Stockholder had made such representations and warranties jointly and severally with the Company) or (y) such Selling Shareholder contained herein; or (iv) in whole or in part upon any failure of such Selling Shareholder to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, the 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 no Selling Shareholder shall be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter 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 action; PROVIDED, HOWEVER, that the Selling Shareholders will foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by or on behalf of the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and PROVIDED, it being understood FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and agreed that a copy of the only such information 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 any 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; and PROVIDED, FURTHER, that the liability of each Selling Shareholder consists under the foregoing indemnity agreement shall be limited (the "Indemnification Limitation") to an amount equal to the product of the following information: the legal name of such Selling Shareholder, (i) the number of shares of Common Stock beneficially owned and the Shares offered sold by such Selling Shareholder, Shareholder multiplied by (ii) the per share "Offering Price" less the per share "Discounts and Commissions to Underwriters" set forth on the address front cover page of the Prospectus. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Selling Shareholders may otherwise have. The indemnification provided by each Selling Shareholder pursuant to this Section 8(b) shall be a primary obligation of such Selling Shareholder that appear and not in the Registration Statement, the Preliminary Prospectus nature of a guarantee or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)other secondary obligation.

Indemnification of the Underwriters by the Selling Shareholders. Each of the The Selling Shareholders, Shareholders severally and not jointly, agrees jointly agree to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or the omission or alleged omission therefrom of a material fact fact, in each case, 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 to the extent, and only to the extent, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, or omission made any amendments thereto, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished by the Selling Shareholders for use therein; and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the Company fees and disbursements of counsel chosen by ML) as such expenses are reasonably incurred by such Underwriter, or on behalf 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 Underwriters and each of the respective Selling Shareholder Shareholders hereby acknowledges that the only information that the Selling Shareholders have furnished expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, it being understood and agreed that is the only such information furnished by or on behalf of any Selling Shareholder consists of the following information: the legal name of such Selling Shareholder, the address of such Selling Shareholder, the other information about such Selling Shareholder and the number of shares of Common Stock capital stock of the Company beneficially owned and the Shares offered by such Selling Shareholder, Shareholder and the address number of Shares to be sold by such Selling Shareholder that appear set forth in the Registration Statement, the Preliminary Prospectus or Disclosure Package and the Prospectus in the table (and corresponding footnotes) under the caption captions “Selling Shareholders” (with respect to and “The Selling Shareholders”. the liability of each Selling Shareholder, Shareholder under this Section 8(b) shall be limited to the amount of proceeds received by such information, the “Selling Shareholder Information”)in connection with the sale of the Shares under this Agreement. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholders (1) jointly and severally with respect to subsections (i), (ii), (iii)(x) and (v) below and (2) severally and not jointlyjointly with respect to subsections (iii)(y) and (iv) below, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which such Underwriter or 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 otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of (x) the Company (as if such Selling Shareholder had made such representations and warranties jointly and severally with the Company) or (y) such Selling Shareholder contained herein; or (iv) in whole or in part upon any failure of such Selling Shareholder to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or 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 no Selling Shareholder shall be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter 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 action; provided, however, that the Selling Shareholders will foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by or on behalf of the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus preliminary prospectus or the Prospectus (or any amendment 24 or supplement thereto); and provided, it being understood further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and agreed that a copy of the only such information 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 any 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; and provided, further, that the liability of each Selling Shareholder consists under the foregoing indemnity agreement shall be limited (the "Indemnification Limitation") to an amount equal to the product of the following information: the legal name of such Selling Shareholder, (i) the number of shares of Common Stock beneficially owned and the Shares offered sold by such Selling Shareholder, Shareholder multiplied by (ii) the per share "Offering Price" less the per share "Discounts and Commissions to Underwriters" set forth on the address front cover page of the Prospectus. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Selling Shareholders may otherwise have. The indemnification provided by each Selling Shareholder pursuant to this Section 8(b) shall be a primary obligation of such Selling Shareholder that appear and not in the Registration Statement, the Preliminary Prospectus nature of a guarantee or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)other secondary obligation.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, 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 any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended) or the caused by any 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; provided, however, but only to the extent that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished relating to the Company Selling Shareholder and furnished by or on behalf of the respective Selling Shareholder expressly specifically for use the Registration Statementtherein; provided, any Company Additional Written Communicationhowever, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only in no case shall such information furnished by or on behalf of any Selling Shareholder consists be liable or responsible for any amount in excess of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and aggregate price at which the Shares offered sold by such Selling Shareholder, Shareholder were offered to the public under this Agreement (net of underwriting discounts and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”commissions but excluding any deductions for other expenses).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurredUnderwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered ADSs have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) that arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Selling Shareholder Information with respect to such Selling Shareholder contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Selling Shareholder Information with respect to such Selling Shareholder contained in any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Road Show, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Road Show, such free writing prospectus or the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with the Selling Shareholder Information with respect to such Selling Shareholder; and to reimburse each Underwriter and each such director, officer, employee and controlling person for any and all documented expenses (including the fees and disbursements of counsel chosen by Jefferies and Credit Suisse) 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 Selling Shareholders will foregoing indemnity agreement shall not apply (i) to any loss, claim, damage, liability or expense to the extent, but only be liable in to the extent, arising out of or based upon any such case insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder Representatives expressly for use in the Registration Statement, any Company Additional Written Communicationpreliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing ProspectusRoad Show, the Preliminary 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 or on behalf of any Selling Shareholder the Representatives to the Company consists of the following information: information described in subsection (c) below, or (ii) for any amount arising under this subsection (b) in excess of the legal name of such Selling Shareholder, proceeds from the number of shares of Common Stock beneficially owned and the Shares offered public offering contemplated hereby received by such Selling Shareholder, Shareholder after deducting any underwriting discounts and commissions received by the address of such Underwriters (the “Net Proceeds”). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”)may otherwise have.

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders, Shareholders severally in proportion to the number of Shares to be sold by such Selling Shareholder hereunder and not jointly, jointly agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities Act to the same extent as the indemnity set forth in paragraph (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurreda) that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinabove, in the light of the circumstances under which they were madeeach case, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of the respective such Selling Shareholder expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of any each Selling Shareholder for such use consists solely of the following information: the legal name and address of such Selling Shareholder, the number (but not the percentage) of shares of Common Stock beneficially Shares owned and the Shares offered by such Selling Shareholder, and Shareholder set forth in the address of such Selling Shareholder that appear tables contained in the Registration Statement, the Preliminary Prospectus or Pricing Disclosure Package and the Prospectus under the heading “Principal and Selling Shareholders” and the information pertaining to such Selling Shareholder in the related notes below such tables; provided that for the Selling Shareholders named on Schedule 3, such information shall also include the information next to such Selling Shareholder’s name and position in the table (and corresponding footnotes) the employment and educational details of such Selling Shareholder below such table in the “Executive Officers and Directors” section and the information next to such Selling Shareholder’s name in the table in the “Board Composition” section, in each case, under the caption heading “Selling ShareholdersManagement” (with respect to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The liability of each Selling ShareholderShareholder pursuant to this Section 8 shall not exceed the gross proceeds received by such Selling Shareholder from the sale of the Offered ADSs at the public offering price less the underwriting discounts and commissions, such information, in each case as set forth in the table on the cover of the Prospectus (the “Selling Shareholder InformationNet Proceeds”).

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling ShareholdersShareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), as such fees and expenses are incurred) joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of of, or are based upon (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) or the arise out of, or are based upon, any omission or alleged omission therefrom of a material fact therefrom required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Shareholders will only be liable in any such case insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the respective Selling Shareholder expressly for use the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information furnished by or on behalf of any the Selling Shareholder Shareholders consists of the following information: the legal name of such Selling Shareholder, the number of shares of Common Stock beneficially owned and the Shares offered by such Selling Shareholder, and the address of such Selling Shareholder that appear in the Registration Statement, the Preliminary Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, such information, the “Selling Shareholder Information”).