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

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 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 or liabilities (including, without limitation, the reasonable any legal fees and or other reasonable expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding claim), severally and not jointly, to which such person may become subject, under the Securities Act or any claim assertedotherwise, insofar as such fees and expenses are incurred)losses, joint claims, damages or several, that liabilities (or actions in respect thereof) (i) arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package, any 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)Marketing Materials, or (ii) arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of each case to the circumstances under which they were madeextent, not misleading; providedbut only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, the General Disclosure Package, any preliminary prospectus, the Prospectus (or given any amendment or supplement thereto) or any Marketing Materials, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder with respect to the Selling Stockholder expressly for use therein; and will reimburse each such person within for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the time required by the Securities Act. Notwithstanding anything Selling Stockholder shall not be liable in any such case to the contrary contained hereinextent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the aggregate Prospectus (or any amendment or supplement thereto) or any Marketing Materials, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Underwriter Information; further provided, however, that the liability of each Selling Stockholder under Section 9 hereof pursuant to this subsection (c) shall not exceed the proceeds (net proceeds received of any underwriting discounts and commissions but before deducting expenses) from the sale of the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, jointly and severally, agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 ActSelling Stockholder), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory 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 any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedmisleading (in the case of clauses (i) and (ii) of this Section 8(b), to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or with the approval of such Selling Stockholder expressly for use therein); or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein (other than the representations and warranties of such Selling Stockholder contained in Sections 1B(j) and 1B(l), as to which clauses (i) and (ii) of this Section 8(b) shall apply; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS and Xxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not been sent apply to any loss, claim, damage, liability or given expense to such person within the time required 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 and the Selling Stockholders by the Securities Act. Notwithstanding anything to Representatives expressly for use in the contrary contained hereinRegistration Statement, Issuer Free Writing Prospectus, any preliminary prospectus, the aggregate Statutory Prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that the liability of each Selling Stockholder under Section 9 hereof the foregoing indemnity agreement shall not exceed be limited to an amount equal to the net proceeds received public offering price of the Common Shares sold by such Selling Stockholder, less the underwriting discount and commissions, as set forth on the front cover page of the Prospectus. Each Underwriter hereby acknowledges that the only information that any Selling Stockholder hereunderhas furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements relating solely to such Selling Stockholder set forth in the table under the caption “Selling Stockholders” in the Disclosure Package and the Prospectus and the associated footnotes thereto. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 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 ActSelling Stockholder), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by 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 to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) upon any untrue statement or alleged untrue statement of a material fact by such Selling Stockholder contained in any 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 any the omission or alleged omission to state therein therefrom of a material fact by such Selling Stockholder necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (in the case of subparagraphs (i) and (ii) of this Section 8(b) 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 or with the approval of such Selling Stockholder specifically for use in the preparation thereof); or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Selling Stockholders 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 fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the 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 Selling Stockholders by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any Selling Stockholder other than CHSpreliminary prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage, liability or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact expense purchased the 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 in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law so to have been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each of the Company and the Underwriters hereby acknowledge that the only information that the Selling Stockholders (with regard to Xxxxxx X. Xxxxx, solely in his capacity as Selling Stockholder and not in his capacity as Chief Executive Officer of the Company) have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) is the name of such Selling Stockholder, the aggregate liability number of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Common Shares beneficially owned and offered by such Selling Stockholder hereunderand the statements made in the applicable footnote set forth opposite such Selling Stockholder's name under the caption "Principal and Selling Stockholders" in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees, representatives 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 ActControlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, upon or caused by (i) any untrue statement or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder provided furnished to the Company in writing by such Selling Stockholder expressly for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Preliminary Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHSsuch untrue statement in or omission from any Preliminary Prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided contained in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any lossessuch loss, claimsclaim, damages damage or liabilities liability was an initial resale by such Underwriter and any such loss, claim, damage or actions based upon any untrue statement liability of or alleged untrue statement of material with respect to such Underwriter results from the fact or omission or alleged omission that both (i) to state therein a material fact purchased the Sharesextent required by applicable law, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything at or prior to the contrary contained herein, written confirmation of the aggregate sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for by the Company under such Selling Stockholder’s representations and warranties contained in Section 9 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall not exceed be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder hereunderfrom the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwriters.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 in accordance with Section 9(e)), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication 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 amendedto the foregoing), or any the omission or alleged omission 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; providedin each case to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, any such preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus that the Company has used, referred to or given filed, or is required to such person within the time required by file, pursuant to Rule 433(d) of the Securities Act. Notwithstanding anything , any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with the Selling Stockholder Information expressly for use therein, and, subject to the contrary contained hereinlimitations set forth above in this Section 9(b), to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all documented expenses (including the aggregate fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the liability under this subsection of each Selling Stockholder under Section 9 hereof shall not exceed be limited to an amount equal to the net aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder Stockholder, 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to contained in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) prepared by or on behalf of such Selling Stockholder provided or used or referred to by such Selling Stockholder for use inin connection with the offering of the Shares in violation of Section 6(c) hereof (a “Selling Stockholder Free Writing Prospectus”), and contained in, (ii) the Registration Statement or caused by any omission or alleged omission to state therein a in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show or any Selling Stockholder Free Writing Prospectus any material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided of such Selling Stockholder set forth in this Section paragraph 9(b) shall be limited (other than in respect of any Selling Stockholder Free Writing Prospectus) to such statements or omissions that are made in reliance upon and in conformity with respect information relating to any such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the most recent Preliminary Prospectus shall not inure or in the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information (it being understood and agreed that the only such information furnished by such Selling Stockholder to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy Company consists of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given information specifically relating to such person within Selling Stockholder set forth in the time required by table and notes thereto under the Securities Actcaption “Principal and Selling Stockholders” in the most recent Preliminary Prospectus and the Prospectus). Notwithstanding anything to the contrary contained herein, the The aggregate liability of each such Selling Stockholder under Section 9 hereof the indemnity agreement contained in this paragraph 9(b) and the contribution agreement contained in paragraph 9(e) shall not exceed be limited in an amount equal to the aggregate net proceeds received of the Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 the 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 such Selling Stockholder), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Disclosure Package, any road show, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission 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; provided, in each case to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, such preliminary prospectus, the Time of Sale Disclosure Package, any road show, such free writing prospectus, the Prospectus (or given such amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such person within the time required by the Securities Act. Notwithstanding anything Selling Stockholder furnished to the contrary contained hereinCompany by such Selling Stockholder 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 documented expenses (including the aggregate 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 that the liability under this Section 7(b) of each Selling Stockholder under Section 9 hereof shall not exceed be limited to an amount equal to the net aggregate gross proceeds received after underwriting discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The Representative hereby acknowledges that the only information that such Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Disclosure Package, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth under the caption “Selling Stockholders” in the Time of Sale Disclosure Package and the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that such Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares shares of Stock to be sold by such Selling Stockholder hereunder to each of them hereunder, shall 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, from and against any and all lossesloss, claimsclaim, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action damage or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that arise Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained inin any Preliminary Prospectus, the Registration Statement Statement, the Prospectus, any Issuer Free Writing Prospectus or caused in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by any or on behalf of the Selling Stockholder or used or referred to by the Selling Stockholder in connection with the offering of the Stock in violation of Section 7(b) being referred to as a “Selling Stockholder Free Writing Prospectus”), or (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus, any material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained and except in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time case of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinRegistration Statement, in light of the circumstances under which they were made, ) not misleading; provided, and shall reimburse each Underwriter, its affiliates, directors, officers, employees and agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, its affiliates, directors, officers, employees and agents or controlling persons in connection with respect investigating or defending or preparing to defend against any Selling Stockholder other than CHSsuch loss, claim, damage, liability or action as such information must have been furnished by the Selling Stockholder expenses are incurred, but, in writing each case only to the Company; and provided furtherextent that any such loss, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit claim, damage or liability arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any an untrue statement or alleged untrue statement of material fact in or omission or alleged omission to state therein a material fact purchased from any Preliminary Prospectus, Registration Statement, the SharesProspectus, if a copy of the any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within reliance upon and in conformity with the time required by the Securities ActSelling Stockholder Information. Notwithstanding anything to the contrary contained herein, the The aggregate liability of each the Selling Stockholders under Section 10(b) and Section 10(e) or any claim for breach of representations and warranties of the Selling Stockholder under contained in Section 9 hereof 2 shall not exceed be limited to the aggregate net proceeds proceeds, after underwriting discounts but before deducting expenses received by such the Selling Stockholder hereunderStockholders, from the offering of the shares of the Stock purchased under the Agreement received by the Selling Stockholders, as set forth in the table on the cover page of the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 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 the laws or regulations of foreign jurisdictions where Common Shares have been offered, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActSelling Stockholders), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) 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; (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any 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)prospectus wrapper material distributed in Canada, or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its 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 Stockholder 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 BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the 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 or any Selling Stockholder by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to clauses (i), (ii) and (v) above, each Selling Stockholder shall be liable 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 such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any Selling Stockholder other than CHSpreliminary prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage, liability or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact expense purchased the 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 in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law so to have been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Common Shares to such person, and if the aggregate 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 Stockholder under Section 9 hereof the foregoing indemnity agreement shall not exceed be limited to an amount equal to the net proceeds received initial public offering price of the Common Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus. The Underwriters hereby acknowledge that the only information that the Selling Stockholders have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements relating to such Selling Stockholder hereunderset forth in the table in the first paragraph under the caption “Selling Stockholders” in the Prospectus; and such Selling Stockholder confirms that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, 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, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary in order to make the statements therein about the Selling Stockholdertherein, not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that but in each case only with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Information furnished by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees Stockholders, severally and but not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to jointly, will 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 liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that 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 (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact relating to such Selling Stockholder provided by such Selling Stockholder for use incontained in any part of any Registration Statement at any time, and contained inany Statutory Prospectus as of any time, the Registration Statement Final Prospectus or caused by any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about 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 the above as such expenses are incurred; provided, however, that each Selling Stockholder, not misleading, or (ii) will only be liable in any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing case to the Company; and provided further, extent that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within made in reliance upon and in conformity with the time required by Selling Stockholder Information; provided further that the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof pursuant to this subsection (b) shall not exceed the aggregate net proceeds from the offering (after deducting underwriting discounts and commissions) received by such Selling Stockholder; and provided further that notwithstanding anything in this Section 8(b), in no event shall the aggregate liability of any Selling Stockholder hereunderpursuant to this Section 8(b) and Section 8(e) exceed the aggregate net proceeds from the offering (after deducting underwriting discounts and commissions) received by such Selling Stockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agree to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each personPerson, 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, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurred)Underwriter, joint director, officer, employee, agent or severalcontrolling Person may become subject, that arise insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) 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 Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Non-IFWP Road Show or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended)Blue Sky Application, or any the omission or alleged omission to state therein 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, in each case to the extent, and only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or given the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to such person within the time required Company by the Securities Act. Notwithstanding anything Selling Stockholders expressly for use therein, and to reimburse each Underwriter, its directors, officers, employees, agents and each such controlling Person for any and all expenses (including the contrary contained hereinfees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, or its directors, officers, employees, agents and such controlling Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; and provided, further, that the aggregate liability under this subsection of each Selling Stockholder under Section 9 hereof shall not exceed be limited to an amount equal to the net aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Company and the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees, representatives 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 ActControlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, upon or caused by (i) any untrue statement or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder provided furnished to the Company in writing by such Selling Stockholder expressly for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Preliminary Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHSsuch untrue statement in or omission from any Preliminary Prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided contained in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any lossessuch loss, claimsclaim, damages damage or liabilities liability was an initial resale by such Underwriter and any such loss, claim, damage or actions based upon any untrue statement liability of or alleged untrue statement of material with respect to such Underwriter results from the fact or omission or alleged omission that both (i) to state therein a material fact purchased the Sharesextent required by applicable law, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything at or prior to the contrary contained herein, written confirmation of the aggregate sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for by the Company under such Selling Stockholder’s representations and warranties contained in Section 9 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall not exceed be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder hereunderfrom the sale of Selling Stockholder Shares sold by such Selling Stockholder to the Underwriters.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 in accordance with Section 9(e)), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (iA)(i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission 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;; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and documented expenses (including such fees and disbursements of external 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect shall only apply to any Preliminary Prospectus shall not inure loss, claim, damage, liability or expense to the benefit extent, but only to the extent, arising out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with the Selling Stockholder Information of such Selling Stockholder that was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything furnished to the contrary contained hereinCompany or any Underwriter by or on behalf of such Selling Stockholder in writing expressly for use therein; and provided, further, that the aggregate liability of each the Selling Stockholder under Stockholders pursuant to this Section 9 hereof 9(b) shall not exceed the net proceeds received product of the number of Shares sold by such Selling Stockholder hereunderand the public offering price per share of the Shares as set forth in the Time of Sale Prospectus (less underwriting discounts and commissions received by the Underwriters from such Selling Stockholder, but without deducting any other expenses of the Company or the Selling Stockholder) (the “Selling Stockholder Proceeds”). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless each Underwriter, each of its affiliates, directors and officers employees, 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 director, employee 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 at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Road Show that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee and 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 such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure only apply to the benefit extent that any loss, claim, damage, liability or expense arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within made in connection with the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each “Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunder.Stockholder

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 20(a) of 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 the Company), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by 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 to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common 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 Stockholders 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 BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, such Selling Stockholder shall not be subject to the obligations under this Section 8(b) based upon claims relating to subsections (i) or (ii) of this Section 8(b) unless either Xxxxx X. Xxxx, Xxx X. Xxxxx, Xx., or Xxxxxxx X. Strong had actual knowledge of any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Prospectus or any amendment or supplement 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; provided further, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives (or their counsel) expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any Selling Stockholder other than CHSpreliminary prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage, liability or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact expense purchased the 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 in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by law so to have been delivered, at or prior to the Securities Actwritten confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Notwithstanding anything any of the foregoing to the contrary contained hereincontrary, (1) each Underwriter agrees that the aggregate sole remedy of the Underwriter from and after the First Closing (or the Second Closing, if any, with respect to the Optional Common Shares) shall be pursuant to this Section 8(b) and Section 9, if applicable, (2) the maximum liability of each Selling Stockholder under this Section 9 hereof 8(b) shall not exceed be limited to an amount equal to the gross proceeds, net proceeds received by of underwriting commissions and discounts but before expenses, to such Selling Stockholder from the sale of its Common Shares hereunder and (3) the Company and each of the Underwriters agree that any Claims of the Underwriters against the Selling Stockholders for breach of contract, indemnification, reimbursement or advancement of expenses or otherwise pursuant to (A) subsections (i), (ii) or (v) of this Section 8(b), or (B) subsection (iii) of this Section 8(b) (but only if, and to the extent that, any Claim brought under subsection (iii) relates solely to the breach of the representation and warranty made by theSelling Stockholders in Section 1(B)(i) of this Agreement) shall first be sought by such Underwriters to be satisfied in full by the Company and shall be satisfied by the Selling Stockholders only to the extent the Company shall not have paid such claim in full or otherwise satisfied the indemnification obligations hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 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 Stockholders), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission 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; providedin each case to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, any such preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus that the Company has used, referred to or given filed, or is required to such person within the time required by file, pursuant to Rule 433(d) of the Securities Act. Notwithstanding anything , any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with the information relating to such Selling Stockholder furnished to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Company by such Selling Stockholder hereunderin writing expressly for use therein, and, subject to the limitations set forth above in this Section 9(b), and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all documented expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such 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 no Selling Stockholder shall be responsible, pursuant to this Section 9(b), for losses, damages, expenses, liabilities or claims for an amount in excess of its respective net proceeds (after deducting underwriting commissions and discounts but before deducting offering expenses) from the Shares sold by such Selling Stockholder to the Underwriters pursuant hereto. Each Underwriter hereby acknowledges that the only information that each Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) consists of the Selling Stockholder Information relating to such Selling Stockholder. The obligations of the Selling Stockholders set forth in this Section 9(b) shall be several and not joint. The indemnity agreement in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder Stockholders hereunder, and not jointly, agrees 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, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurred)Underwriter, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) 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 Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or any prospectus wrapper material distributed in Canada or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amendeda “Non-IFWP Road Show”), or any the omission or alleged omission to state therein 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, that and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, but in each case only with respect to any written information relating to such Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Company by such Selling Stockholder hereunderexpressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show. The Underwriters hereby acknowledge that the only information relating to such Selling Stockholder that such Selling Stockholder has furnished to the Company in writing expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the name of such Selling Stockholder, the number of shares of Common Stock of the Company beneficially owned by such Selling Stockholder before the offering contemplated hereby and the number of Shares being offered by such Selling Stockholder. The indemnity agreement set forth in this Section 10(b) shall be in addition to any liabilities that each Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 Stockholders), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, 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 or any such amendment in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material 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 amendedto the foregoing), or any the omission or alleged omission 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; provided, to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or given the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information relating to such person within the time required by the Securities Act. Notwithstanding anything Selling Stockholder furnished to the contrary contained hereinCompany by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; 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 aggregate Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all 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 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 information relating to any Underwriter furnished to the Company in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. The liability of each a Selling Stockholder under Section 9 hereof pursuant to this subsection (b) shall not exceed the product of (i) the number of Shares sold by the Selling Stockholder and (ii) the per share net proceeds received by such to the Selling Stockholder hereunderas set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder also agrees to indemnify and hold harmless X. X. Xxxxxx, its affiliates, directors and officers and each person, if any, who controls X. X. Xxxxxx 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 (i) to the extent incurred as a result of X. X. Xxxxxx'x participation as a "qualified independent underwriter" within the meaning of the rules of Conduct of the National Association of Securities Dealers, Inc. in connection with the offering of the Shares and (ii) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 8 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Secondary Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus in connection with the Secondary Registration Statement, or caused by any omission or alleged omission to state therein a material fact about the such Selling Stockholder required to be stated therein or necessary to make the statements therein about the such Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHSStockholder, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages damages, or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees 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 against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, director, officer, employee, agent or controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of such Selling Stockholder), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (Registration Statement, 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)information deemed to be a part thereof pursuant to Rule 430A and 430C under the Securities Act, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing misleading but only to the Company; and provided further, extent that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or with the approval of such Selling Stockholder expressly for use in the Registration Statement or any amendments or supplements thereto; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus, 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, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or with the approval of such Selling Stockholder expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus (or any amendments or supplements thereto) or any Non-IFWP Road Show; and to reimburse each Underwriter, its directors, officers, employees, agents and each such controlling person within for any and all expenses (including the time required fees and disbursements of one counsel chosen by BAS, Piper and JPMorgan) as such expenses are reasonably incurred by such Underwriter, its directors, officers, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to such Selling Stockholders by the Securities ActRepresentatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show. Notwithstanding anything Each Underwriter hereby acknowledges that the only information that such Selling Stockholder furnished to the contrary contained hereinCompany expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus, the aggregate Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are its legal name, address and the number of shares of Common Stock owned by such Selling Stockholder before and after the offering as set forth in the table in the Disclosure Package and the Prospectus under the caption “Selling Stockholders”. The liability of each Selling Stockholder under Section 9 hereof the indemnity agreement contained in this paragraph 8(b) shall not exceed be limited to an amount equal to the net proceeds received by such Selling Stockholder hereunderfrom the offering of the Common Shares sold by such Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless each Underwriter, each of its affiliates, directors and officers employees, 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 director, employee 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 at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, or the omission or alleged omission to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Road Show that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) 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 any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee and 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 such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure only apply to the benefit extent that any loss, claim, damage, liability or expense arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within made in connection with the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Information. The indemnity agreement set forth in this Section 9 hereof 8(b) shall not exceed be in addition to any liabilities that the net proceeds received by such Selling Stockholder hereunderStockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided made by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, in Section 1(B) of this Agreement; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, 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)) under the caption “Selling Stockholders” insofar as such information relates to such Selling Stockholder,, or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage, liability or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact expense purchased the Offered 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 in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law so to have been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Offered Shares to such person, and if the aggregate Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Company and the Selling Stockholders may otherwise have. In no event shall the liability of each any Selling Stockholder under pursuant to this Section or Section 9 hereof shall not of this Agreement exceed the net proceeds received by such Selling Stockholder hereunderwith respect to the sale of the Offered Shares.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission 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 such indemnification shall be only with respect to any Selling Stockholder other than CHS, such information must have been furnished by regarding the Selling Stockholder Stockholders furnished in writing to the CompanyCompany by or on behalf of the Selling Stockholders expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus. The Underwriters agree that the information furnished to the Company specifically for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus includes only the information relating to the Selling Shareholder set forth in Annex D hereto; provided, further that the Selling Stockholders will not be liable to any Underwriter 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 information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further, that the indemnity agreement provided in liability of the Selling Stockholders pursuant to this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received product of the number of Shares sold by such Selling Stockholder hereunderStockholders, including the Option Shares and the public offering price of the Shares set out in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 the Securities Act or the Exchange Act to the extent and in the manner set forth in clauses (A)(i), A(ii) and (B) of paragraph (a) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that such indemnification shall only be with respect to untrue statements or alleged untrue statements or omissions made in the Registration Statement, or any amendment thereto, the Base Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement theretoto the foregoing), any Issuer Free Writing Prospectus or any Time of Sale in reliance upon and in conformity with the Selling Stockholder Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission with respect to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch Selling Stockholder; provided, however, that with respect to any such Selling Stockholder other than CHS, shall not be liable in any such information must have been furnished by the Selling Stockholder in writing case to the Company; and provided furtherextent that any such loss, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit claim, damage, liability or expense arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such an untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, or given any amendment thereto, the Base Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to such person within the time or filed, or is required by to file, pursuant to Rule 433(d) of the Securities Act. Notwithstanding anything , or the Prospectus, in reliance upon and in conformity with written information furnished to the contrary contained hereinCompany by any Underwriter through the Representatives expressly for use therein; and provided, further, that the aggregate liability of each any Selling Stockholder under pursuant to this Section 9 hereof 9(b) shall not exceed the total net proceeds received (after deducting underwriter discounts and commissions but before deducting offering expenses) from the sale of the Offered Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 or liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by 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 to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Non-IFWP Road Show or any Blue Sky Application, or the omission or alleged omission therefrom of a material 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, however, that such Selling Stockholder will only be liable in any such case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was included in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Non-IFWP Road Show, any Blue Sky Application or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinInformation, in light of reliance upon and in conformity with written information furnished to the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished Company by the Selling Stockholder in writing to the CompanyStockholders expressly for use therein; and provided further, that the indemnity agreement provided in liability under this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability subsection of each Selling Stockholder under Section 9 hereof shall not exceed be limited to an amount equal to the net aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 any and all lossesother federal or state statutory law or regulation, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, 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 amendedto the foregoing), or any the omission or alleged omission 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; provided, however, that with respect (i) the foregoing indemnity agreement shall only apply to information relating to such Selling Stockholder furnished in writing by such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only information provided by a Selling Stockholder consists of the information described under the caption “Selling Stockholders” in any of the foregoing documents, and (ii) the foregoing indemnity agreement shall not apply to any Selling Stockholder other than CHSloss, such information must have been furnished by the Selling Stockholder in writing claim, damage, liability or expense to the Company; and provided furtherextent, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure but only to the benefit extent, arising out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given made in reliance upon and in conformity with information relating to such person within any Underwriter furnished to the time required Company by the Securities Act. Notwithstanding anything to Representatives in writing expressly for use in the contrary contained hereinRegistration Statement, any preliminary prospectus, the aggregate Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph and the representations and warranties in Section 9 hereof 1(b) hereto shall be several and not joint and limited to an amount not to exceed the aggregate net proceeds received by after underwriting commissions, discounts and expenses, to such Selling Stockholder hereunderas a result of the sale of its Offered Shares pursuant to the terms of this Agreement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly jointly, in proportion to the number of Shares ADSs to be sold by such Selling Stockholder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholdertherein, not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, in each case except insofar as such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities arise out of, or actions are based upon upon, any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given made in reliance upon and in conformity with information relating to such person within the time required by the Securities Act. Notwithstanding anything any Underwriter furnished to the contrary contained hereinCompany in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the aggregate only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided that the liability of each such Selling Stockholder under Section 9 hereof pursuant to this subsection (b) shall not exceed the net amount of gross proceeds received by such Selling Stockholder hereunderfrom the sale of its Option ADSs pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Shareholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 or provincial statutory law or regulation (including Canadian Securities Laws), 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 Shareholders), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amendedto the foregoing), or any the omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect shall not apply to any Preliminary Prospectus shall not inure loss, claim, damage, liability or expense to the benefit extent, but only to the extent, arising out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given made in reliance upon and in conformity with information relating to such person within any Underwriter furnished to the time required Company by the Securities ActRepresentative in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, any such free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have. Notwithstanding anything the foregoing provisions, the liability of a Selling Shareholder pursuant to this Section 9(b), (A) shall only apply to any loss, claim, damage, liability or expense to the contrary contained hereinextent, 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 such Selling Shareholder’s Selling Shareholder Information and (B) shall be limited in the aggregate liability to an amount equal to the aggregate purchase price (less underwriting discounts and commissions but before expenses) of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Shares sold by such Selling Stockholder hereunderShareholder under this Agreement (the “Selling Shareholder Proceeds”) less any amounts that such Selling Shareholder is obligated to pay under Section 10 (Contribution).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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, the reasonable reasonably incurred legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary in order to make the statements therein about the Selling Stockholdertherein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Time of Sale Information Pricing Disclosure Package (including any Time of Sale Information Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that but in each case, (x) only with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities that arise out of, or actions are based upon upon, any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information and (y) 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 was corrected had not been sent or given made in reliance upon and in conformity with any information relating to such person within the time required by the Securities Act. Notwithstanding anything any Underwriter furnished to the contrary contained hereinCompany in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, further that the aggregate liability under this subsection of each any Selling Stockholder under Section 9 hereof shall not exceed an amount equal to the net proceeds (after deducting underwriting commissions and discounts but before deducting expenses) received by such Selling Stockholder hereunderfrom the sale of Shares sold by it as contemplated herein (“Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, from and against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense described in the indemnity contained in subsection (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserteda) of this Section 6, as such fees and expenses are incurred), joint but only with respect to untrue statements or severalomissions, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to such Selling Stockholder provided the Company by such Selling Stockholder expressly for use in, and contained in, in the Registration Statement (or caused by any omission amendment thereto) or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein such preliminary prospectus or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that no Selling Stockholder will be liable to any Underwriter with respect to any Selling Stockholder other than CHS, such information must have been furnished by Prospectus or preliminary prospectus to the extent that the Selling Stockholder shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Underwriter, in writing contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom such Underwriter failed to send or give, at or prior to the Company; and provided furtherClosing Time, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which Prospectus, as then amended or supplemented if: (i) the loss, liability, claim, damage or expense of such untrue statement or alleged Underwriter resulted from an untrue statement or omission or alleged omission of a material fact which was corrected had not been sent in the Prospectus as amended or given supplemented, if applicable, prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person within the time required and (ii) such failure to give or send such Prospectus by the Securities Act. Notwithstanding anything Closing Time to the contrary contained hereinparty or parties asserting such loss, liability, claim, damage or expense would have constituted a valid defense to the claim asserted by such person; provided, further that no Selling Stockholder shall be responsible, pursuant to the indemnity pursuant to this Section 6, the aggregate liability contribution pursuant to Section 7 or any breach of each this Agreement (which responsibility, for the avoidance of doubt, is in all cases limited to breaches by such Selling Stockholder under Section 9 hereof shall not exceed Stockholder) for an amount in excess of the net proceeds received by (before deducting expenses) to such indemnifying Selling Stockholder hereunderfrom the sale of Securities by it.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder agrees severally severally, and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, 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 and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters 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), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statements, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B, under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus 2085477v11 that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each such Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or each such officer, employee or in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided shall only apply in this Section 9(b) with respect to any Preliminary Prospectus shall not inure each case to the benefit of any Underwriter from whom extent but only to the person asserting any extent such losses, claims, damages or liabilities damages, liabilities, expenses or actions based upon are caused by any such untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given based upon and in conformity with written information relating to such person within Selling Stockholder furnished to the time required Representative by the Securities Act. Notwithstanding anything Selling Stockholder expressly for use therein; it being understood and agreed that the only such information furnished by the Underwriters to the contrary contained hereinCompany consists of the information under the caption “Selling Stockholders” in the Prospectus. The indemnity agreement set forth in this Section 10(B) shall be in addition to any liabilities that any Selling Stockholder may otherwise have. Without limiting the full extent of the Company’s agreement to indemnify the Underwriters pursuant to Section 10(A) as herein provided, the aggregate liability of each Selling Stockholder under Section 9 hereof Stockholders shall not exceed the net aggregate gross proceeds received received, but before expenses, from the sale of the Offered Shares by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 any and all lossesother federal or state statutory law or regulation, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, 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 amendedto the foregoing), or any the omission or alleged omission 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; provided, however, that with respect (i) the foregoing indemnity agreement shall only apply to information relating to such Selling Stockholder furnished in writing by such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only information provided by a Selling Stockholder consists of the information described under the caption “Selling Stockholders” in any of the foregoing documents, and (ii) the foregoing indemnity agreement shall not apply to any Selling Stockholder other than CHSloss, such information must have been furnished by the Selling Stockholder in writing claim, damage, liability or expense to the Company; and provided furtherextent, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure but only to the benefit extent, arising out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given made in reliance upon and in conformity with information relating to such person within any Underwriter furnished to the time required Company by the Securities Act. Notwithstanding anything to Representative in writing expressly for use in the contrary contained hereinRegistration Statement, any preliminary prospectus, the aggregate Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph and the representations and warranties in Section 9 hereof 1.B hereto shall be several and not joint and limited to an amount not to exceed the aggregate net proceeds received by after underwriting commissions, discounts and expenses, to such Selling Stockholder hereunderas a result of the sale of its Offered Shares pursuant to the terms of this Agreement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 8 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of Subject to the limitation contained in Section 8.5 hereof, each Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such Underwriter within the meaning of either 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 any legal fees and or other reasonable 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 incurred), joint or several, that arise out of, or are based upon, (iclaim) caused by any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, except (a) insofar as such losses, claims, damages or (ii) liabilities are caused by any such untrue statement or omission or alleged untrue statement of a material fact contained or omission based upon information relating to any Underwriter furnished to the Company in the Prospectus writing by such Underwriter through you expressly for use therein and (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 any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, b) that with respect to any Selling Stockholder other than CHSpreliminary prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact liability purchased the Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 5 and a copy of the Prospectus in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law so to have been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Shares to such person, and if the aggregate Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received by such Selling Stockholder hereunderor expense.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees, representatives 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 ActControlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, upon or caused by (i) any untrue statement or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder provided furnished to the Company in writing by such Selling Stockholder expressly for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Preliminary Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHSsuch untrue statement in or omission from any Preliminary Prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided contained in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any lossessuch loss, claimsclaim, damages damage or liabilities liability was an initial resale by such Underwriter and any such loss, claim, damage or actions based upon any untrue statement liability of or alleged untrue statement of material with respect to such Underwriter results from the fact or omission or alleged omission that both (i) to state therein a material fact purchased the Sharesextent required by applicable law, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything at or prior to the contrary contained herein, written confirmation of the aggregate sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for by the Company under such Selling Stockholder's representations and warranties contained in Section 9 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall not exceed be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder hereunderfrom the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwriters.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally Stockholders, severally, and not jointly jointly, in proportion to the number of Shares to be sold by such the Selling Stockholder hereunder Stockholder, 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary in order to make the statements therein about the Selling Stockholdertherein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus 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 or any Time of Sale Information Pricing Disclosure Package (including any Time of Sale Information Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, in each case except insofar as such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities arise out of, or actions are based upon upon, any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company or a Selling Stockholder in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, however, that such Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply to losses, claims, damages or liabilities caused by any such untrue statement or omission or alleged untrue statement or omission was corrected had not been sent made in reliance upon and in conformity with the Selling Stockholder Information furnished by or given on behalf of such Selling Stockholder for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to such person within the time required by be filed pursuant to Rule 433(d) under the Securities Act. Notwithstanding anything , any Written Testing-the-Waters Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that “Selling Stockholder Information” shall consist only of the name and address of the Selling Stockholder and the ownership information of shares of Class A Common Stock of the Selling Stockholder in the footnotes to the contrary contained hereinbeneficial ownership table in the Registration Statement, the aggregate Preliminary Prospectus or the Prospectus under the caption “Principal stockholders”; provided, further, that the liability of each a Selling Stockholder under Section 9 hereof pursuant to this subsection (b) shall not exceed the net proceeds received product of (i) the number of Shares sold by such Selling Stockholder hereunderand (ii) the per share net proceeds to the Selling Stockholder (after deducting underwriting discounts and commissions but before any other applicable expenses) as forth in the Pricing Disclosure Package.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 the Securities Act or the Exchange Act to the extent and in the manner set forth in clauses (A)(i), A(ii) and (B) of paragraph (a) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that such indemnification shall only be with respect to untrue statements or alleged untrue statements or omissions made in the Registration Statement, or any amendment thereto, the Base Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement theretoto the foregoing), any Issuer Free Writing Prospectus or any Time of Sale in reliance upon and in conformity with the Selling Stockholder Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission with respect to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch Selling Stockholder; provided, however, that with respect to any such Selling Stockholder other than CHS, shall not be liable in any such information must have been furnished by the Selling Stockholder in writing case to the Company; and provided furtherextent that any such loss, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit claim, damage or liability arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such an untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, or given any amendment thereto, the Base Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to such person within the time or filed, or is required by to file, pursuant to Rule 433(d) of the Securities Act. Notwithstanding anything , or the Prospectus, in reliance upon and in conformity with written information furnished to the contrary contained hereinCompany by any Underwriter through the Representatives expressly for use therein; and provided, further, that the aggregate liability of each any Selling Stockholder under pursuant to this Section 9 hereof 9(b) shall not exceed the total net proceeds received (after deducting underwriter discounts and commissions but before deducting offering expenses) from the sale of the Offered Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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, the reasonable legal fees and other reasonable 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, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary in order to make the statements therein about the Selling Stockholdertherein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus 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 road show or any Time of Sale Information Pricing Disclosure Package (including any Time of Sale Information Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, Prospectus (or given any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to such person within the time required by be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) in reliance upon and in conformity with the Selling Stockholder Information, and, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding anything the foregoing provisions, the liability of any Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the contrary contained herein, aggregate Purchase Price (less underwriting discounts and commissions) of the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”). Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder relative to the total number of Shares to be sold in the offering also agrees to indemnify and hold harmless X.X. Xxxxxx Securities LLC, its affiliates, directors and officers and each person, if any, who controls X.X. Xxxxxx Securities LLC 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 incurred as a result of X.X. Xxxxxx Securities LLC’s participation as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA in connection with the offering of the Shares.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees severally Stockholder severally, and not jointly jointly, in proportion to the number of Shares to be sold by such the Selling Stockholder hereunder on the one hand, as compared to the number of Shares to be sold by the Company on the other hand, 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Final 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 any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; extent (and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure only to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which extent) that such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required occurs in reliance upon and in conformity with written information furnished by the Securities Act. Notwithstanding anything Selling Stockholder expressly for use in connection with the Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), 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 information relating to any Underwriter furnished to the contrary contained hereinCompany in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the aggregate liability only such information furnished by any Underwriter consists of each the information described as such in subsection (c) below; provided, however, that the obligations of the Selling Stockholder under Section 9 hereof the foregoing indemnity shall not exceed the net proceeds received by such the Selling Stockholder hereunderfrom the sale of the Shares sold by the Selling Stockholder hereunder (which net proceeds shall be defined for the purposes of this Section 8(b) as the public offering price less the Underwriters’ discounts or commissions); provided further, however, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person 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 or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) hereof.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission 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 such indemnification shall be only with respect to any Selling Stockholder other than CHS, such information must have been furnished by regarding the Selling Stockholder Stockholders furnished in writing to the CompanyCompany by or on behalf of the Selling Stockholders expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus. The Underwriters agree that the information furnished to the Company specifically for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus includes only the information relating to the Selling Stockholder set forth in Annex D hereto; provided, further that the Selling Stockholders will not be liable to any Underwriter 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 information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further, that the indemnity agreement provided in liability of the Selling Stockholders pursuant to this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received product of the number of Shares sold by such Selling Stockholder hereunderStockholders, including the Option Shares and the public offering price of the Shares set out in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, 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 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 Company), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (A) (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time prospectus wrapper material distributed in connection with the reservation and sale of Sale Information (including any Time of Sale Information that has subsequently been amended)Directed Shares to the Participants, or any the omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided, however, that each of the Selling Stockholders shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined that such loss, claim, damage, liability or action resulted primarily from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith, gross negligence or willful misconduct, or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that, except with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing named on Schedule E hereto, the foregoing indemnity agreement shall only apply to any loss, claim, damage, liability or expense to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit extent arising out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in reliance upon and in conformity with information relating to any Selling Stockholder furnished in writing by such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Permitted Section 5(d) Written Communication or given the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material. The Underwriters and the Company acknowledge that the only information furnished by or on behalf of any Selling Stockholder (other than the Selling Stockholder named on Schedule E hereto) consists of the description of such Selling Stockholder and the number of shares held by such Selling Stockholder as described under the caption “Principal and Selling Stockholders” in the Time of Sale Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to such person within the time required by the Securities Actany liabilities that any Selling Stockholder may otherwise have. Notwithstanding anything to the contrary contained hereinprovisions of this Section 9(b), the aggregate liability of each any Selling Stockholder (other than the Selling Stockholder named on Schedule E hereto) under this Section 9 hereof 9(b) shall not exceed the proceeds (net proceeds of underwriting discounts, but before expenses) received by such Selling Stockholder hereunderfrom the sale of Shares sold by such Selling Stockholder under this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder agrees severally severally, and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, 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 and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters 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), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statements, or caused by any amendment thereto, including any Rule 430 Information, or the omission or alleged omission to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each such Underwriter and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by the Underwriters or each such officer, employee or in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided shall only apply in this Section 9(b) with respect to any Preliminary Prospectus shall not inure each case to the benefit of any Underwriter from whom extent but only to the person asserting any extent such losses, claims, damages or liabilities damages, liabilities, expenses or actions based upon are caused by any such untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given based upon and in conformity with written information relating to such person within Selling Stockholder furnished to the time required Representative by the Securities Act. Notwithstanding anything Selling Stockholder expressly for use therein; it being understood and agreed that the only such information furnished by the Underwriters to the contrary contained hereinCompany consists of the information under the caption “Selling Stockholders” in the Prospectus. The indemnity agreement set forth in this Section 11(b) shall be in addition to any liabilities that any Selling Stockholder may otherwise have. Without limiting the full extent of the Company’s agreement to indemnify the Underwriters pursuant to Section 11(a) as herein provided, the aggregate liability of each Selling Stockholder under Section 9 hereof Stockholders shall not exceed the net aggregate gross proceeds received received, but before expenses, from the sale of the Securities by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees, representatives 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 ActControlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, upon or caused by (i) any untrue statement or alleged untrue statement of a material fact or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder provided furnished to the Company in writing by such Selling Stockholder expressly for use in, and contained in, in the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Preliminary Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHSsuch untrue statement in or omission from any Preliminary Prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided contained in this Section 9(b8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any lossessuch loss, claimsclaim, damages damage or liabilities liability was an initial resale by such Underwriter and any such loss, claim, damage or actions based upon any untrue statement liability of or alleged untrue statement of material with respect to such Underwriter results from the fact or omission or alleged omission that both (i) to state therein a material fact purchased the Sharesextent required by applicable law, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything at or prior to the contrary contained herein, written confirmation of the aggregate sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for by the Company under such Selling Stockholder's representations and warranties contained in Section 9 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall not exceed be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder hereunderfrom the sale of Option Shares sold by such Selling Stockholder to the Underwriters.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly jointly, in proportion to the number of Underwritten Shares to be sold by such Selling Stockholder Stockholder, 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Shares (including any road show or investor presentations made to investors by the Company whether in person or electronically), or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided of such Selling Stockholder set forth in this Section 9(bparagraph 8(b) shall be limited to such statements or omissions that are made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any Preliminary Prospectus, and any amendment or supplement thereto. The foregoing indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased any Underwritten Shares, or actions based upon any untrue statement of its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or alleged untrue statement Section 20 of material fact or omission or alleged omission to state therein a material fact purchased the SharesExchange Act, if a copy of the Prospectus in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law to have so been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Underwritten Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 5(b) hereof. The aggregate liability of each such Selling Stockholder under Section 9 hereof the indemnity agreement contained in this paragraph 8(b) and the contribution agreement contained in paragraph 8(e) shall not exceed be limited to an amount equal to the aggregate net proceeds received of the Underwritten Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, 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 any and all lossesother federal or state statutory law or regulation, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, 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 amendedto the foregoing), or any the omission or alleged omission 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; provided, however, that with respect the foregoing indemnity agreement shall only apply to all information furnished to the Company or any Selling Stockholder other than CHS, Underwriter by or on behalf of such information must have been furnished by the Selling Stockholder in writing to expressly for use in the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. Notwithstanding anything to the contrary contained hereinRegistration Statement, the aggregate Time of Sale Prospectus or the Prospectus. The liability of each Selling Stockholder under this Section 9 hereof 9(b) shall be limited to an amount not to exceed an amount equal to the net aggregate gross proceeds received by such Selling Stockholder hereunderas a result of the sale of its Offered Shares pursuant to the terms of this Agreement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder who is not a Significant Selling Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless the Company, each Underwriterof its directors, each of its affiliatesofficers who signed the Registration Statement, directors and 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, from and each Underwriter against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitationliability or expense, as incurred, to which the Company, or any such director, officer, controlling person or Underwriter may become subject, under the Securities Act, the reasonable legal fees and Exchange Act, or other reasonable expenses incurred federal or state statutory law or regulation, or at common law or otherwise (including in connection settlement of any litigation, if such settlement is effected with any suitthe written consent of such Selling Stockholder), action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) upon 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 filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any such amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time arises out of Sale Information (including any Time of Sale Information that has subsequently been amended), or any is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of each case to the circumstances under which they were madeextent, not misleading; providedbut only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus that the Company has used, referred to or given filed, or is required to such person within the time required by file, pursuant to Rule 433(d) of the Securities Act. Notwithstanding anything , the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the contrary contained herein, Company and the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Underwriters by such Selling Stockholder hereunderexpressly for use therein; and to reimburse the Company, or any such director, officer, controlling person or Underwriter for any legal and other expense reasonably incurred by the Company, or any such director, officer, controlling person or Underwriter in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that the liability of such Selling Stockholder under the foregoing indemnity shall be limited to an amount equal to the initial public offering price of the Offered Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that such Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees Stockholders, severally and but not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder to jointly, will 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 liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that 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 (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact relating to such Selling Stockholder provided by such Selling Stockholder for use incontained in any part of any Registration Statement at any time, and contained inany Statutory Prospectus as of any time, the Registration Statement Final Prospectus or caused by any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, 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 (ii) 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 the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to state therein a material fact purchased the SharesCompany by any Underwriter through the Representative specifically for use therein, if a copy it being understood and agreed that the only such information furnished by any Underwriter consists of the Prospectus information described as such in which Section 8(c) hereof; and provided further that the Selling Stockholders will only be liable in any such case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within made in reliance upon and in conformity with the time required by Selling Stockholder Information; and provided further that the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof pursuant to this subsection (b) shall not exceed the net aggregate gross proceeds from the offering (before deducting underwriting discounts, commissions and expenses) received by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless each Underwriter, each of its affiliates, directors and officers employees, 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 director, employee 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 at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Road Show that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such officer, employee and 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 such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure only apply to the benefit extent that any loss, claim, damage, liability or expense arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within made in connection with the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each “Selling Stockholder under Information.” The indemnity agreement set forth in this Section 9 hereof 8(b) shall not exceed be in addition to any liabilities that the net proceeds received by such Selling Stockholder hereunderStockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 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 ActSelling Stockholders), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are based upon, is based: (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) 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 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 any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, with respect to each Selling Stockholder, with respect to clauses (i) and (ii) above, 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 preliminary prospectus, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished by such Selling Stockholder to the Company expressly for use therein under the caption “Selling Stockholders”; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that with respect to any Selling Stockholder other than CHSpreliminary prospectus, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the foregoing indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any lossesloss, claimsclaim, damages damage, liability or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact expense purchased the 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 in which such untrue statement (as then amended or alleged untrue statement supplemented if the Company shall have furnished any amendments or omission or alleged omission supplements thereto) was corrected had not been sent or given by or on behalf of such Underwriter to such person within the time person, if required by the Securities Act. Notwithstanding anything law so to have been delivered, at or prior to the contrary contained hereinwritten confirmation of the sale of the Common Shares to such person, and if the aggregate 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 Stockholder under pursuant to this Section 9 hereof 8 shall not exceed the net proceeds received by such Selling Stockholder from the sale of the Common Shares hereunder. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by JRCO) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided shall only apply in this Section 9(b) with respect to any Preliminary Prospectus shall not inure each case to the benefit of any Underwriter from whom extent but only to the person asserting any extent such losses, claims, damages or liabilities damages, liabilities, expenses or actions based upon are caused by any such untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given based upon information relating to such person within the time required by the Securities Act. Notwithstanding anything Selling Stockholder furnished to the contrary contained herein, the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Company in writing by such Selling Stockholder hereunderexpressly for use therein. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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 reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Time of Sale Information Pricing Disclosure Package (including any Time of Sale Information Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, Prospectus (or given any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to such person within the time required by be filed pursuant to Rule 433(d) under the Securities ActAct or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) in reliance upon and in conformity with the Selling Stockholder Information, and except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding anything the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the contrary contained herein, aggregate Purchase Price (less underwriting discounts and commissions) of the aggregate liability of each Selling Stockholder under Section 9 hereof shall not exceed the net proceeds received Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. 1 Each of the Selling Stockholders agrees Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 Company), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time prospectus wrapper material distributed in connection with the reservation and sale of Sale Information (including any Time of Sale Information that has subsequently been amended)Directed Shares to the Participants, or any the omission or alleged omission 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; providedand 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 reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; in each case to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided further, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written Communication or given the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to any Selling Stockholder furnished by such person within Selling Stockholder expressly for use in the time required Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Permitted Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material. Each of the Underwriters and the Company acknowledge that the only information furnished by or on behalf of any Selling Stockholder consists of the Securities Actdescription of such Selling Stockholder and the number of shares held by such Selling Stockholder as described under the caption “Principal and Selling Stockholders” in the Time of Sale Prospectus. Notwithstanding anything to the contrary contained hereinprovisions of this Section 9(b), the aggregate liability of each any Selling Stockholder under this Section 9 hereof 9(b) shall not exceed an amount equal to the net proceeds received number of shares sold by such Selling Stockholder hereundermultiplied by the per-share price to public set forth on the cover page of the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that any Selling Stockholder may otherwise have in their respective capacities as selling stockholders. 1 As to each of Messrs. Jxxxxx and MxXxxxxx, if the number of Offered Shares to be sold by such Selling Stockholder as ultimately set forth on Schedule B hereto multiplied by the purchase price per Firm Share set forth in Section 2(a) hereof exceeds $1,000,000, such Selling Stockholder shall indemnify the Underwriters, jointly and severally with the Company, to the same extent as the Company’s indemnity as set forth in Section 9(a) hereto.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, to indemnify and hold harmless each Underwriter, its affiliatesaffiliates who have or who are alleged to have, directors participated in the distribution of the Offered Shares as underwriters, directors, officers, managers, members, partners, employees and officers authorized 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, manager, member, partner, employee, authorized 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 in accordance with Section 9(e)), damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus to the foregoing) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended)prospectus wrapper material distributed in connection therewith, or any the omission or alleged omission 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; provided, in each case to the extent, but only to the extent, that with respect to any Selling Stockholder other than CHSsuch loss, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherclaim, that the indemnity agreement provided in this Section 9(b) with respect to any Preliminary Prospectus shall not inure to the benefit damage, liability or expense arises out of any Underwriter from whom the person asserting any losses, claims, damages or liabilities or actions is based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information expressly for use therein; and to reimburse each Underwriter and each such affiliate, director, officer, manager, member, partner, employee, authorized agent and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or given to such affiliate, director, officer, manager, member, partner, employee, authorized agent or controlling person within in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the time required by the Securities Act. Notwithstanding anything to the contrary contained herein, the aggregate liability of each such Selling Stockholder under Section 9 hereof the foregoing indemnity shall not exceed be limited to an amount equal to the net proceeds received product of the number of the Offered Shares sold by such Selling Stockholder hereunderand the initial public offering price of the Offered Shares (less the related underwriting discounts and commissions) set forth on the front cover page of the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that such Selling Stockholder may otherwise have under this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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), claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder provided by such Selling Stockholder for use in, and contained in, the Registration Statement or caused by any omission or alleged omission to state therein a material fact about the Selling Stockholder required to be stated therein or necessary to make the statements therein about the Selling Stockholder, not misleading, or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by Xxxxxxxxxxx) 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, that with respect to any Selling Stockholder other than CHS, such information must have been furnished by the Selling Stockholder in writing to the Company; and provided furtherhowever, that the foregoing indemnity agreement provided shall only apply in this Section 9(b) with respect to any Preliminary Prospectus shall not inure each case to the benefit of any Underwriter from whom extent but only to the person asserting any extent such losses, claims, damages or liabilities damages, liabilities, expenses or actions based upon are caused by any such untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given based upon information relating to such person within the time required by the Securities Act. Notwithstanding anything Selling Stockholder furnished to the contrary contained herein, the aggregate liability of Company in writing by such Selling Stockholder expressly for use therein. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Stockholder under may otherwise have. Without limiting the full extent of the Company’s agreement to indemnify each Underwriter pursuant to Section 9 hereof 9(a) as herein provided, the liability of any Selling Stockholder shall not exceed the net aggregate gross proceeds received received, but before expenses, from the sale of Shares by such Selling Stockholder hereunderStockholder.