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, officers, employees, representatives and agents and each Controlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from 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 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, 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 or caused by upon, (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information of a material fact relating to such Selling Stockholder furnished to the Company in writing provided by such Selling Stockholder expressly for use in 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 Preliminary Prospectus Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or (ii) any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 CHS, such untrue statement information must have been furnished by the Selling Stockholder in or omission from any Preliminary Prospectuswriting to the Company; and provided further, that the indemnity agreement contained provided in this Section 8(b9(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages or liability was an initial resale by such Underwriter and liabilities or actions based upon any such lossuntrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent 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 at or prior within the time required by the Securities Act. Notwithstanding anything to the written confirmation of contrary contained herein, the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The aggregate liability of each Selling Stockholder over and above what is covered by insurance policies paid for by under Section 9 hereof shall not exceed the Company under such Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritershereunder.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where the Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Selling Stockholder), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 such untrue statement in or alleged untrue statement or omission from any Preliminary Prospectusor alleged omission was made in the Registration Statement, such preliminary prospectus, the indemnity agreement contained in this Section 8(b) shall not inure Time of Sale Disclosure Package, any road show, such free writing prospectus, the Prospectus (or such amendment or supplement to the benefit of any Underwriterforegoing), its affiliates, directors, officers, employees, representatives, agents or any Controlling Person in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the extent that Company 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 sale to the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or action; provided that the liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (iunder this Section 7(b) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net gross proceeds received by after underwriting discounts, but before expenses, to such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder hereunder. The Representative hereby acknowledges that the only information that such Selling Stockholder has furnished to the UnderwritersCompany 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 Selling Stockholders agrees Stockholders, 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, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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 Selling Stockholder), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing of a material fact by such Selling Stockholder expressly for use contained in the Registration Statement 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 by such Selling Stockholder contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of a material fact required to be stated therein by the such 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 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 such untrue statement in or omission from any Preliminary Prospectuspreliminary prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Common Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Common Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement 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 or omission from such Preliminary Prospectus was corrected 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 Prospectus. The liability Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) is the name of each Selling Stockholder over and above what is covered by insurance policies paid for by the Company under such Selling Stockholder’s representations , the number of Common Shares beneficially owned and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received offered by such Selling Stockholder from and the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by statements made in the applicable footnote set forth opposite such Selling Stockholder 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 the Underwritersany liabilities that Selling Stockholders 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, officers, employees, representatives employees and agents and each Controlling Personperson, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages and liabilities (including, without limitation, reasonable 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 or caused by upon, (i) any untrue statement or alleged untrue statement or omission made of a material fact contained in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in Preliminary Prospectus, the Registration Statement Statement, the Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in any amendment or supplement thereto) thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Preliminary Prospectus “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by 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) any the omission or alleged omission to state in any Preliminary Prospectus, Registration Statement, the Registration Statement Prospectus, any Issuer Free Writing Prospectus or Prospectus (or in any amendment or supplement thereto) thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Preliminary Selling Stockholder Free Writing Prospectus, a any material fact required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by therein (and except in the Selling Stockholder thereincase of the Registration Statement, in the light of the circumstances under which they were made, ) not misleading; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) and shall not inure to the benefit of any reimburse each Underwriter, its affiliates, directors, officers, employeesemployees and agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, representativesits affiliates, directors, officers, employees and agents or controlling persons in connection with investigating or defending or preparing to defend against any Controlling Person such loss, claim, damage, liability or action as such expenses are incurred, but, in each case only to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability arises out of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent is based upon an untrue statement or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the alleged untrue statement in or omission or alleged omission from such any Preliminary Prospectus was corrected in 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 in reliance upon and in conformity with the Selling Stockholder Information. The aggregate liability of each the Selling Stockholder over Stockholders under Section 10(b) and above what is covered by insurance policies paid Section 10(e) or any claim for by the Company under such Selling Stockholder’s breach of representations and warranties of the Selling Stockholder contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 2 shall be limited to an amount equal to the aggregate net proceeds proceeds, after underwriting discounts but before deducting expenses received by such the Selling Stockholder Stockholders, from the sale offering of the shares of the Stock purchased under the Agreement received by the Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to Stockholders, as set forth in the Underwriterstable on the cover page of the Prospectus.

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 affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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 Selling Stockholder), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; 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 such untrue statement in or alleged untrue statement or omission from or alleged omission was made in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus, the indemnity agreement 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 not inure 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 benefit fees and disbursements of any Underwritercounsel chosen by BAS and Xxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, its affiliatesdefending, directorssettling, officers, employees, representatives, agents compromising or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall not apply to any such loss, claim, damage damage, liability or liability 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 respect to such Underwriter results from the fact that both (i) written information furnished to the extent required Company and the Selling Stockholders by applicable lawthe Representatives expressly for use in the Registration Statement, a copy of Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus was not sent (or given to such person at any amendment or prior to supplement thereto); and provided further, that the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the foregoing indemnity and contribution provisions contained in this Section 8 agreement shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from public offering price of the sale of Selling Stockholder Shares and any Selling Stockholder Option 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 has furnished to the UnderwritersCompany 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 Stockholder, 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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; providedin each case to the extent, but only to the extent, that with respect to any such untrue statement in or alleged untrue statement or omission from or alleged omission was made in the Registration Statement, any Preliminary such preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus that the indemnity agreement contained 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 such amendment or supplement thereto), in reliance upon and in conformity with the Selling Stockholder Information expressly for use therein, and, subject to the limitations set forth above in this Section 8(b9(b), 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 chosen by the Representatives) shall not inure to the benefit of any Underwriteras such expenses are reasonably incurred by such Underwriter or such affiliate, its affiliatesdirector, directorsofficer, officersemployee, employeesagent or controlling person in connection with investigating, representativesdefending, agents settling, compromising or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or action; provided, however, that the liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability under this subsection 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net gross proceeds received by after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option 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 UnderwritersSelling 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable the 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 or caused by (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission made or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in reliance upon and the light of the circumstances under which they were made, not misleading, provided, however, that such indemnification shall be only with respect to information regarding the Selling Stockholders furnished in conformity with any information relating to such Selling Stockholder furnished writing to the Company in writing by such or on behalf of the Selling Stockholder Stockholders expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission Prospectus. The Underwriters agree that the information furnished to state the Company specifically for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required Prospectus includes only the information relating to be stated therein by the Selling Stockholder or necessary set forth in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleadingAnnex D hereto; provided, further that with respect 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 in or omission from or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Preliminary ProspectusUnderwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the indemnity agreement contained only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further, that the liability of the Selling Stockholders pursuant to this Section 8(b) shall not inure to exceed the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy product of the Prospectus was not sent or given to such person at or prior to the written confirmation number of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to Stockholders, including the UnderwritersOption 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 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 affiliatesaffiliates who have or who are alleged to have, participated in the distribution of the Offered Shares as underwriters, directors, officers, employeesmanagers, representatives members, partners, employees and agents authorized agents, and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, manager, member, partner, employee, authorized agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus prospectus wrapper material distributed in connection therewith, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 such loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement in or alleged untrue statement or omission from or alleged omission 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 Preliminary Prospectusand all documented expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, the indemnity agreement contained director, officer, manager, member, partner, employee, authorized agent or controlling person in this Section 8(b) shall not inure to the benefit of any Underwriterconnection with investigating, its affiliatesdefending, directorssettling, officers, employees, representatives, agents compromising or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and any such lossaction; provided, claimhowever, damage or that the liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the foregoing indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from product of the sale number of Selling Stockholder Shares and any Selling Stockholder Option the Offered Shares sold by such Selling Stockholder and 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 the Underwritersany liabilities that such Selling Stockholder may otherwise have under this Agreement.

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 agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Person, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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 Non-IFWP Road Show or any Preliminary Prospectus Blue Sky Application, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of a material fact required to be stated therein by the Selling Stockholder or fact, in each case, 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, in each case to the extent, and only to the extent, that with respect to any such untrue statement in or alleged untrue statement or omission from or alleged omission was made in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus or the indemnity agreement contained Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in this Section 8(b) shall not inure reliance upon and in conformity with written information furnished to the benefit of any Company by the Selling Stockholders expressly for use therein, and to reimburse each Underwriter, its affiliates, directors, officers, employees, representativesagents and each such controlling Person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter, or its directors, officers, employees, agents and such controlling Person in connection with investigating, defending, settling, compromising or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or action; and provided, further, that the liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability under this subsection 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net gross proceeds received by after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option 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 UnderwritersCompany and 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 to indemnify and hold harmless each Underwriter, each of its affiliates, directors, officers, directors and employees, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such director, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; 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, however, that with respect the foregoing indemnity agreement shall only apply to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement in or alleged untrue statement or omission from any Preliminary Prospectus, or alleged omission made in connection with the “Selling Stockholder Information.” The indemnity agreement contained set forth in this Section 8(b) shall not inure be in addition to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholders 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 will indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives and agents and each Controlling Person, from and Indemnified Party against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action 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 any untrue statement or caused alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein 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 (i) 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, 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 made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 misleadingInformation; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent provided further that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in pursuant to this Section 8 subsection (b) shall be limited to an amount equal to not exceed the aggregate net proceeds from the offering (after deducting underwriting discounts and commissions) received by such Selling Stockholder from Stockholder; and provided further that notwithstanding anything in this Section 8(b), in no event shall the sale aggregate liability of Selling Stockholder Shares and any Selling Stockholder Option Shares sold pursuant 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 to the UnderwritersStockholder.

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, officers, employees, representatives and agents and each Controlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from 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 Stockholder agrees severally 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, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls such Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 the Underwriters or such fees and expenses are incurredcontrolling 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), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statements, or any amendment thereto, including any Rule 430 Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; providedand to reimburse each such Underwriter and each such officer, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and any such lossaction; provided, claimhowever, damage or liability of or with respect to such Underwriter results from that the fact that both (i) foregoing indemnity agreement shall only apply in each case to the extent required but only to the extent such losses, claims, damages, liabilities, expenses or actions are caused by applicable law, a copy any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with written information relating to such Selling Stockholder furnished to the Representative by the Selling Stockholder expressly for use therein; it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the Prospectus was not sent or given to such person at or prior to information under the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected 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 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 Stockholders shall be limited to an amount equal to not exceed the aggregate net gross proceeds received by such Selling Stockholder received, but before expenses, from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold the Securities by such Selling Stockholder to the UnderwritersStockholder.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use 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 Registration Statement 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) under the caption “Selling Stockholders” insofar as such information relates to such Selling Stockholder,, or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; 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, however, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Offered Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Offered Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such loss, claim, damage, liability or omission from such Preliminary Prospectus was corrected in the Prospectusexpense. 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 4 hereof and under the indemnity and contribution provisions contained agreement set forth in this Section 8 9(b) shall be limited in addition to an amount equal any liabilities that the Company and the Selling Stockholders may otherwise have. In no event shall the liability of any Selling Stockholder pursuant to this Section or Section 9 of this Agreement exceed the aggregate net proceeds received by such Selling Stockholder from with respect to the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersOffered Shares.

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 to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives and agents Underwriter and each Controlling Personperson, 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, 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 or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained 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 required to be stated therein or necessary to make the statements therein not misleading, except (a) insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission made in reliance or alleged untrue statement or omission based upon and in conformity with any information relating to such Selling Stockholder any Underwriter furnished to the Company in writing by such Selling Stockholder Underwriter through you expressly for use in the Registration Statement or the Prospectus therein and (or any amendment or supplement theretob) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectuspreliminary prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage or liability was an initial resale by purchased Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 5 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such loss, claim, damage, liability 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritersexpense.

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 ADSs to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable the 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 or caused by upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus 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, 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 such Selling Stockholder any Underwriter furnished to the Company in writing by such Selling Stockholder 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; provided that the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 liability of such Selling Stockholder or necessary in order pursuant 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(bsubsection (b) shall not inure to exceed the benefit amount of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net gross proceeds received by DRAFT such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder its Option Shares sold by such Selling Stockholder ADSs pursuant to the Underwritersthis Agreement.

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 affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 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, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in 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; 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 against to reimburse each Underwriter and each such controlling person for any and all losses, claims, damages and liabilities expenses (including, without limitation, including the reasonable legal fees and other reasonable 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 suitsuch loss, action claim, damage, liability, expense or proceeding or any claim assertedaction; provided, as however, such fees and expenses are incurred), joint or several, that arise out of, or are Selling Stockholder shall not be subject to the obligations under this Section 8(b) based upon or caused by 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 any written information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder the Representatives (or their counsel) expressly for use in the Registration Statement Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus); and provided, 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; providedfurther, that with respect to any such untrue statement in or omission from any Preliminary Prospectuspreliminary prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Common Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Common Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Notwithstanding any of the foregoing to the contrary, (1) each Underwriter agrees that the 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 untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The maximum 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 8(b) shall be limited to an amount equal to the aggregate 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 Stockholder Shares 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 Selling Stockholder Option Shares sold 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 Stockholder Stockholders only to the Underwritersextent 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 Selling Stockholders agrees Stockholder 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, each of its affiliates, directors, officers, directors and employees, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such director, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; providedand to reimburse each Underwriter and each such officer, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall only apply to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the is based upon any untrue statement in or alleged untrue statement or omission from such Preliminary Prospectus was corrected or alleged omission made in connection with 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from 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 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other 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, 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, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Prospectus (ior any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act 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 such Selling Stockholder any Underwriter furnished to the Company in writing by such Selling Stockholder 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 the Registration Statement or foregoing provisions, the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, liability of a material fact required to be stated therein by the Selling Stockholder or necessary in order pursuant 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(bsubsection (b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited in the aggregate to an amount equal to the aggregate net proceeds received by such Selling Stockholder from Purchase Price (less underwriting discounts and commissions) of the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to under this Agreement (the Underwriters“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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any 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), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such 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, however, that the foregoing indemnity agreement shall only apply in each case to the extent but only to the extent such losses, claims, damages, liabilities, expenses or actions are caused by any such untrue statement or omission made in reliance or alleged untrue statement or omission based upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the . The indemnity agreement contained set forth in this Section 8(b9(b) shall not inure be in addition to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for by may otherwise have. Without limiting the Company under such full extent of the Company’s agreement to indemnify each Underwriter pursuant to Section 9(a) as herein provided, the liability of any Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 Stockholder shall be limited to an amount equal to not exceed the aggregate net gross proceeds received by such Selling Stockholder received, but before expenses, from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees severally Stockholders, severally, and not 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other 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 or caused by upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) 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, 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 Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder 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 made in reliance upon and in conformity with the Selling Stockholder expressly Information furnished by or on behalf of such Selling Stockholder for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or Statement, any Preliminary Prospectus, a material fact any Issuer Free Writing Prospectus, any “issuer information” filed or required to be stated therein by filed pursuant to Rule 433(d) under the Securities Act, 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 or necessary in order to make and the statements made by ownership information of shares of Class A Common Stock of the Selling Stockholder therein, in the light of footnotes to the circumstances beneficial ownership table in the Registration Statement, the Preliminary Prospectus or the Prospectus under which they were made, not misleadingthe caption “Principal stockholders”; provided, further, that with respect the liability of a Selling Stockholder pursuant to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(bsubsection (b) shall not inure to exceed the benefit product of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy number of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder and (ii) the per share net proceeds to the UnderwritersSelling 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 Stockholders, 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (A) (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 with respect to any such untrue statement in or omission from any Preliminary Prospectus, each of the indemnity agreement contained in this Section 8(b) Selling Stockholders shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person 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 sale 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 asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that, except with respect to the Selling Stockholder named on Schedule E hereto, the foregoing indemnity agreement shall only apply to any such loss, claim, damage damage, liability or liability of or with respect to such Underwriter results from the fact that both (i) expense to the extent required 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 Selling Stockholder furnished in writing by applicable lawsuch Selling Stockholder expressly for use in the Registration Statement, a copy 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. 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 Prospectus was not sent or given to such person at or prior to the written confirmation of the sale description of such Shares to Selling Stockholder and the number of shares held by such person Selling Stockholder as described under the caption “Principal and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected Selling Stockholders” in the Time of Sale 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 4 hereof and under the indemnity and contribution provisions contained agreement set forth in this Section 8 9(b) shall be limited in addition to an amount equal to any liabilities that any Selling Stockholder may otherwise have. Notwithstanding the provisions of this Section 9(b), the aggregate liability of any Selling Stockholder (other than the Selling Stockholder named on Schedule E hereto) under this Section 9(b) shall not exceed the proceeds (net proceeds of underwriting discounts, but before expenses) received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritersunder this Agreement.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives directors and agents officers and each Controlling Personperson, 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 or caused by (i) upon, any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information of a material fact relating to such Selling Stockholder furnished to the Company in writing provided by such Selling Stockholder expressly for use in 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 (ii) caused by any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein a material fact about such Selling Stockholder required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by the therein about such Selling Stockholder thereinStockholder, in the light of the circumstances under which they were made, not misleading; provided, that with respect to any Selling Stockholder, such untrue statement information must have been furnished by the Selling Stockholder in or omission from any Preliminary Prospectuswriting to the Company; and provided further, that the indemnity agreement contained provided in this Section 8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages, or liability was an initial resale by such Underwriter and liabilities or actions based upon any such lossuntrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent 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 at or prior to within the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each Selling Stockholder over and above what is covered by insurance policies paid for time required by the Company under such Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersSecurities Act.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state or provincial statutory law or regulation (including Canadian Securities Laws), joint or severalthe laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, that arise if such settlement is effected with the written consent of the Selling Shareholders), 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 or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 thereinstatements, in the light of the circumstances under which they were made, not misleading; providedand to reimburse each Underwriter and each such affiliate, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall not apply to any such loss, claim, damage damage, liability or liability 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 respect information relating to such any Underwriter results from the fact that both (i) furnished to the extent required Company by applicable lawthe Representative in writing expressly for use in the Registration Statement, a copy 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 Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (iiinformation described in Section 9(c) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectusbelow. 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 4 hereof and under the indemnity and contribution provisions contained agreement set forth in this Section 8 9(b) shall be in addition to any liabilities that the Selling Shareholders may otherwise have. Notwithstanding 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 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 such Selling Shareholder’s Selling Shareholder Information and (B) shall be limited in the aggregate to an amount equal to the aggregate net proceeds received by such Selling Stockholder from purchase price (less underwriting discounts and commissions but before expenses) of the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder Shareholder under this Agreement (the “Selling Shareholder Proceeds”) less any amounts that such Selling Shareholder is obligated to the Underwriterspay under Section 10 (Contribution).

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 affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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 Preliminary prospectus wrapper material distributed in Canada or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of a material fact required to be stated therein by the Selling Stockholder or fact, in each case, 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 and to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any reimburse each Underwriter, its affiliatesofficers, 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, representatives, agents or any Controlling Person to the extent that the sale to the such controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and any such lossaction, claim, damage or liability of or but in each case only with respect to written information relating to such Underwriter results from the fact that both (i) Selling Stockholder furnished in writing to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from expressly for use in the sale of 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 Shares and any that such Selling Stockholder Option Shares sold 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 the Underwritersany 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, 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, 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 or caused by (i) upon, any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information of a material fact relating to such Selling Stockholder furnished to the Company in writing provided by such Selling Stockholder expressly for use in in, and contained in, the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus Prospectus, or (ii) caused by any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein a material fact about the Selling Stockholder required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by therein about the Selling Stockholder thereinStockholder, 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 untrue statement information must have been furnished by the Selling Stockholder in or omission from any Preliminary Prospectuswriting to the Company; and provided further, that the indemnity agreement contained provided in this Section 8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages or liability was an initial resale by such Underwriter and liabilities or actions based upon any such lossuntrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Shares, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent 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 at or prior within the time required by the Securities Act. Notwithstanding anything to the written confirmation of contrary contained herein, the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The aggregate 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 hereof shall be limited to an amount equal to not exceed the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritershereunder.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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 Selling Stockholders), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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) or any Preliminary Prospectus prospectus wrapper material distributed in Canada, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; (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 such untrue statement in or omission from any Preliminary Prospectuspreliminary prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Common Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Common Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such loss, claim, damage, liability or omission from such Preliminary Prospectus was corrected in expense; and provided, further, that 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 4 hereof and under the foregoing indemnity and contribution provisions contained in this Section 8 agreement shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from initial public offering price of the sale of Selling Stockholder Shares and any Selling Stockholder Option Common Shares sold by such Selling Stockholder 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 UnderwritersCompany 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 set 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 Stockholders, severally and not 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, 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 or caused by (i) upon, any untrue statement or alleged untrue statement of a material fact contained 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the indemnity agreement of such Selling Stockholder set forth in this paragraph 8(b) shall be limited to such statements or omissions that are made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or Statement, the Prospectus (or any Preliminary Prospectus, and any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 . The foregoing indemnity agreement with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) Prospectus shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such losslosses, claimclaims, damage damages or liability was an initial resale by liabilities purchased any Underwritten Shares, or any of its affiliates, directors and officers and each person, if any, who controls such Underwriter and any such losswithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, 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 person, if required by law to have so been delivered, at or prior to the written confirmation of the sale of such the Underwritten Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such losses, claims, damages or omission from liabilities, unless such Preliminary Prospectus was corrected in failure is the Prospectusresult of noncompliance by the Company with Section 5(b) hereof. The aggregate liability of each such 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 4 hereof and under the indemnity and contribution provisions agreement contained in this Section 8 paragraph 8(b) and the contribution agreement contained in paragraph 8(e) shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from of the sale of Selling Stockholder Shares and any Selling Stockholder Option Underwritten Shares sold by such Selling Stockholder to the Underwritersunder this Agreement.

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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Selling Stockholders), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 such untrue statement in or alleged untrue statement or omission from or alleged omission was made in the Registration Statement, any Preliminary such preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus that the indemnity agreement contained 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 such amendment or supplement thereto), in reliance upon and in conformity with the information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder in writing expressly for use therein, and, subject to the limitations set forth above in this Section 8(b9(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) shall not inure to the benefit of any Underwriteras such expenses are reasonably incurred by such Underwriter or such affiliate, its affiliatesdirector, directorsofficer, officersemployee, employeesagent or controlling person in connection with investigating, representativesdefending, agents settling, compromising or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was 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 initial resale by such Underwriter amount in excess of its respective net proceeds (after deducting underwriting commissions and any such loss, claim, damage or liability of or with respect to such Underwriter results discounts but before deducting offering expenses) from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersUnderwriters 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 Stockholder, 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act to the extent and against 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 losses, claims, damages and liabilities expenses (including, without limitation, reasonable legal including the fees and other reasonable 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 suitsuch loss, action claim, damage, liability, expense or proceeding or any claim asserted, as action; provided that such fees and expenses are incurred), joint or several, that arise out of, or are based upon or caused by (i) any indemnification shall only be with respect to untrue statement statements or alleged untrue statement statements or omission omissions made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement 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 the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state the foregoing), 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 reliance upon and in conformity with the Selling Stockholder or necessary in order Information with respect to make the statements made by the such Selling Stockholder therein, in the light of the circumstances under which they were made, not misleadingStockholder; provided, however, that with respect to such Selling Stockholder shall not be liable in any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person case to the extent that the sale to the person asserting any such loss, claim, damage or liability was arises out of or is based upon an initial resale untrue statement or alleged untrue statement or omission or alleged omission 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 the Prospectus, in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and any such lossprovided, claimfurther, damage or that the liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each any 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 4 hereof and under the indemnity and contribution provisions contained in pursuant to this Section 8 9(b) shall be limited to an amount equal to not exceed the aggregate total net proceeds received by such Selling Stockholder (after deducting underwriter discounts and commissions but before deducting offering expenses) from the sale of Selling Stockholder Shares and any Selling Stockholder Option the Offered Shares sold by such Selling Stockholder to hereunder (the Underwriters“Selling Stockholder Proceeds”).

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 to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls such Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 the Underwriters or such fees and expenses are incurredcontrolling 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), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statements, or 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; providedand to reimburse each such Underwriter and each such officer, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and any such lossaction; provided, claimhowever, damage or liability of or with respect to such Underwriter results from that the fact that both (i) foregoing indemnity agreement shall only apply in each case to the extent required but only to the extent such losses, claims, damages, liabilities, expenses or actions are caused by applicable law, a copy any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with written information relating to such Selling Stockholder furnished to the Representative by the Selling Stockholder expressly for use therein; it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the Prospectus was not sent or given to such person at or prior to information under the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected 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 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 Stockholders shall be limited to an amount equal to not exceed the aggregate net gross proceeds received by such Selling Stockholder received, but before expenses, from the sale of Selling Stockholder the Offered Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agrees severally Stockholder severally, and not 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other 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 or caused by (i) upon, any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) ), or any Preliminary Prospectus or (ii) any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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, to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission occurs in reliance upon and in conformity with written information furnished by the 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 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; provided, however, that the obligations of the Selling Stockholder under the foregoing indemnity shall not exceed the net proceeds received by the Selling Stockholder from 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) preliminary prospectus shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents Underwriter (or any Controlling Person to affiliate of such Underwriter which assists such Underwriter in the extent that distribution of Shares) from whom the sale to the person persons asserting any such losslosses, claimclaims, damage damages or liability was an initial resale by liabilities purchased Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, 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 such the Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such loss, claim, damage or omission from liability, unless such Preliminary failure to send or give a copy of the Prospectus was corrected in is the Prospectus. The liability result of each Selling Stockholder over and above what is covered by insurance policies paid for noncompliance by the Company under such Selling Stockholder’s representations and warranties contained in with Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwriters5(a) or (b) hereof.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives and agents Underwriter and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense described in the indemnity contained in subsection (including, without limitation, 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 or caused by (i) any untrue statement or alleged untrue statement statements or omission 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 any written information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 no Selling Stockholder will be liable to any Underwriter with respect to any such untrue statement in Prospectus or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person preliminary prospectus to the extent that the sale to Selling Stockholder shall sustain the person asserting burden of proving that any such loss, liability, claim, damage or liability was an initial resale by expense resulted from the fact that such Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom such Underwriter and any such failed to send or give, at or prior to the Closing Time, a copy of the Prospectus, as then amended or supplemented if: (i) the loss, liability, claim, damage or liability expense of or with respect to such Underwriter results resulted from an untrue statement or omission of a material fact which was corrected in the fact that both (i) Prospectus as amended or supplemented, if applicable, prior to the extent Closing Time and such Prospectus was required by applicable law, a copy of the Prospectus was not sent or given law to such person be delivered at or prior to the written confirmation of the sale of such Shares to such person and (ii) such failure to give or send such Prospectus by the untrue statement in Closing Time to the party or omission from parties asserting such Preliminary Prospectus was corrected in loss, liability, claim, damage or expense would have constituted a valid defense to the Prospectus. The liability of each claim asserted by such person; provided, further that no Selling Stockholder over and above what shall be responsible, pursuant to the indemnity pursuant to this Section 6, the contribution pursuant to Section 7 or any breach of this Agreement (which responsibility, for the avoidance of doubt, is covered in all cases limited to breaches by insurance policies paid for by the Company under such Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to ) for an amount equal to in excess of the aggregate net proceeds received by (before deducting expenses) to such indemnifying Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold Securities by such Selling Stockholder to the Underwritersit.

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 to indemnify and hold harmless the Company, each Underwriter, of its affiliates, directors, officerseach of its officers who signed the Registration Statement, employeeseach person, representatives and agents if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and each Controlling Person, from and Underwriter against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitationliability or expense, reasonable legal fees and other reasonable expenses incurred in connection with any suitas incurred, action or proceeding to which the Company, or any claim assertedsuch director, officer, controlling person or Underwriter may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Selling Stockholder), insofar as such fees and expenses are incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based 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 such amendment or supplement thereto), joint or severalarises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that arise out of, or are based upon or caused by (i) any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such 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, the Prospectus (or such amendment or supplement thereto), in reliance upon and in conformity with any written information relating to such Selling Stockholder furnished to the Company in writing and the Underwriters by such Selling Stockholder expressly for use in therein; and to reimburse the Registration Statement or the Prospectus (Company, or any amendment such director, officer, controlling person or supplement thereto) Underwriter for any legal and other expense reasonably incurred by the Company, or any Preliminary Prospectus such director, officer, controlling person or (ii) any omission Underwriter in connection with investigating, defending, settling, compromising or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and any such lossaction; provided, claim, damage or that the liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the foregoing indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from initial public offering price of the sale of Selling Stockholder Shares and any Selling Stockholder Option 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 to the Underwritersmay 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable the 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 or caused by (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission made or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in reliance upon and the light of the circumstances under which they were made, not misleading, provided, however, that such indemnification shall be only with respect to information regarding the Selling Stockholders furnished in conformity with any information relating to such Selling Stockholder furnished writing to the Company in writing by such or on behalf of the Selling Stockholder Stockholders expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission Prospectus. The Underwriters agree that the information furnished to state the Company specifically for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, a material fact required Prospectus includes only the information relating to be stated therein by the Selling Stockholder or necessary Shareholder set forth in order to make the statements made by the Selling Stockholder therein, in the light of the circumstances under which they were made, not misleadingAnnex D hereto; provided, further that with respect 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 in or omission from or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Preliminary ProspectusUnderwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the indemnity agreement contained only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further, that the liability of the Selling Stockholders pursuant to this Section 8(b) shall not inure to exceed the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy product of the Prospectus was not sent or given to such person at or prior to the written confirmation number of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to Stockholders, including the UnderwritersOption 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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 Selling Stockholders), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are based upon or caused by is based: (i) upon any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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, 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 such untrue statement in or omission from any Preliminary Prospectuspreliminary prospectus, the foregoing indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to Underwriter from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Common Shares, or any person controlling such Underwriter and any such lossUnderwriter, claim, damage or liability if copies of or with respect to such Underwriter results from the fact that both (i) Prospectus were timely delivered to the extent required by applicable law, Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such the Common Shares to such person person, and if the Prospectus (iias so amended or supplemented) would have cured the untrue statement in defect giving rise to such loss, claim, damage, liability or omission from such Preliminary Prospectus was corrected in expense; and provided, further, that 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 4 hereof and under the indemnity and contribution provisions contained in pursuant to this Section 8 shall be limited to an amount equal to not exceed the aggregate 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 Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholders 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Selling Stockholders), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 any written information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement preparation of the answers to Item 7 of Form S-3; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 such untrue statement in or alleged untrue statement or omission from or alleged omission was made in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the indemnity agreement contained Prospectus or any such amendment or supplement in this Section 8(b) shall not inure reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the benefit Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; or (iii) any Underwriter, its affiliates, directors, officers, employees, representatives, agents act or failure to act or any Controlling Person alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the extent that Shares or the sale 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 asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall not apply to any such loss, claim, damage 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 or with respect a Selling Stockholder pursuant to such Underwriter results from this subsection (b) shall not exceed the fact that both product of (i) to the extent required number of Shares sold by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person Selling Stockholder and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected per share net proceeds to the Selling Stockholder as set forth 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from 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 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 or such affiliate, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, 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 or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 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 Underwriter by or on behalf of such untrue statement Selling Stockholder in or omission from any Preliminary Prospectuswriting expressly for use in the Registration Statement, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit Time of any Underwriter, its affiliates, directors, officers, employees, representatives, agents Sale Prospectus or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 9(b) shall be limited to an amount not to exceed an amount equal to the aggregate net gross proceeds received by such Selling Stockholder from as a result of the sale of Selling Stockholder its Offered Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder pursuant to the Underwritersterms 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, 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act to the extent and against 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 losses, claims, damages and liabilities expenses (including, without limitation, reasonable legal including the fees and other reasonable 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 suitsuch loss, action claim, damage, liability, expense or proceeding or any claim asserted, as action; provided that such fees and expenses are incurred), joint or several, that arise out of, or are based upon or caused by (i) any indemnification shall only be with respect to untrue statement statements or alleged untrue statement statements or omission omissions made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement 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 the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state the foregoing), 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 reliance upon and in conformity with the Selling Stockholder or necessary in order Information with respect to make the statements made by the such Selling Stockholder therein, in the light of the circumstances under which they were made, not misleadingStockholder; provided, however, that with respect to such Selling Stockholder shall not be liable in any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person case to the extent that the sale to the person asserting any such loss, claim, damage damage, liability or liability was expense arises out of or is based upon an initial resale untrue statement or alleged untrue statement or omission or alleged omission 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 the Prospectus, in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and any such lossprovided, claimfurther, damage or that the liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each any 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 4 hereof and under the indemnity and contribution provisions contained in pursuant to this Section 8 9(b) shall be limited to an amount equal to not exceed the aggregate total net proceeds received by such Selling Stockholder (after deducting underwriter discounts and commissions but before deducting offering expenses) from the sale of Selling Stockholder Shares and any Selling Stockholder Option the Offered Shares sold by such Selling Stockholder to hereunder (the Underwriters“Selling Stockholder Proceeds”).

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 to indemnify and hold harmless each Underwriter, each of its affiliates, directors, officers, directors and employees, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such director, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, 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) ), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of 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; 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, however, that with respect the foregoing indemnity agreement shall only apply to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement in or alleged untrue statement or omission from any Preliminary Prospectus, or alleged omission made in connection with the Selling Stockholder Information. The indemnity agreement contained set forth in this Section 8(b) shall not inure be in addition to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholders may otherwise have.

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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 or such affiliate, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, 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 or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 thereinstatements, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (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 extent required 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 applicable law, a copy Selling Stockholder consists of the Prospectus was not sent or given to such person at or prior to information described under the written confirmation caption “Selling Stockholders” in any of the sale of such Shares to such person foregoing documents, and (ii) 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 in or alleged untrue statement or omission from such Preliminary Prospectus was corrected or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(c) below. The liability of each Selling Stockholder over under the indemnity agreement contained in this paragraph and above what is covered by insurance policies paid for by the Company under such Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 1.B hereto shall be several and not joint and limited to an amount equal not to exceed the aggregate net proceeds received by after underwriting commissions, discounts and expenses, to such Selling Stockholder from as a result of the sale of Selling Stockholder its Offered Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder pursuant to the Underwritersterms 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 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, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 or such affiliate, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, 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 or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) to the foregoing), or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 thereinstatements, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (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 extent required 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 applicable law, a copy Selling Stockholder consists of the Prospectus was not sent or given to such person at or prior to information described under the written confirmation caption “Selling Stockholders” in any of the sale of such Shares to such person foregoing documents, and (ii) 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 in or alleged untrue statement or omission from such Preliminary Prospectus was corrected or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, 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 over under the indemnity agreement contained in this paragraph and above what is covered by insurance policies paid for by the Company under such Selling Stockholder’s representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 1(b) hereto shall be several and not joint and limited to an amount equal not to exceed the aggregate net proceeds received by after underwriting commissions, discounts and expenses, to such Selling Stockholder from as a result of the sale of Selling Stockholder its Offered Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder pursuant to the Underwritersterms 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives directors and agents officers and each Controlling Personperson, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other 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 or caused by upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any 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 such Selling Stockholder any Underwriter furnished to the Company in writing by such Selling Stockholder 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 the Registration Statement or foregoing provisions, the Prospectus (or liability of any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 pursuant 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(bsubsection (b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited in the aggregate to an amount equal to the aggregate net proceeds received by such Selling Stockholder from Purchase Price (less underwriting discounts and commissions) of the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder under this Agreement (the “Selling Stockholder Proceeds”). Each of the Selling Stockholders severally in proportion to the Underwritersnumber 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 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, officers, employees, representatives directors and agents officers and each Controlling Personperson, 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 or caused by (i) upon, any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information of a material fact relating to such Selling Stockholder furnished to the Company in writing provided by such Selling Stockholder expressly for use in in, and contained in, the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus Prospectus, or (ii) caused by any omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein a material fact about the Selling Stockholder required to be stated therein by the Selling Stockholder or necessary in order to make the statements made by therein about the Selling Stockholder thereinStockholder, 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 untrue statement information must have been furnished by the Selling Stockholder in or omission from any Preliminary Prospectuswriting to the Company; and provided further, that the indemnity agreement contained provided in this Section 8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any UnderwriterUnderwriter 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, directorsdirectors and officers and each person, officersif any, employeeswho controls X. X. Xxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, representativesfrom and against any and all losses, agents or any Controlling Person to the extent that the sale to the person asserting any such lossclaims, claim, damage or liability was an initial resale by such Underwriter damages and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both liabilities (i) to the extent required by applicable law, incurred as a copy result of X. X. Xxxxxx'x participation as a "qualified independent underwriter" within the meaning of the Prospectus was not sent or given to such person at or prior to the written confirmation rules of Conduct of the sale National Association of such Securities Dealers, Inc. in connection with the offering of the Shares to such person and (ii) the that arise out of, or are based upon, any untrue statement in 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 from such Preliminary Prospectus was corrected 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 Prospectuslight of the circumstances under which they were made, not misleading. The Notwithstanding anything to the contrary contained herein, the aggregate 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 hereof shall be limited to an amount equal to not exceed the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritershereunder.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives directors and agents officers and each Controlling Personperson, from and if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages and or liabilities (including, without limitation, 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 or caused by upon, (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to 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) 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 Preliminary Prospectus Blue Sky Application, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of a material fact required to be stated therein by the Selling Stockholder or fact, in each case, 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, however, that with respect such Selling Stockholder will only be liable in any such case to any the extent, but only to the extent, that such untrue statement in or alleged untrue statement or omission from or alleged omission was included in the Registration Statement, the Prospectus (or any Preliminary amendment or supplement thereto), any Issuer Free Writing Prospectus, the indemnity agreement contained any Non-IFWP Road Show, any Blue Sky Application or any Time of Sale Information, in this Section 8(b) shall not inure reliance upon and in conformity with written information furnished to the benefit of any UnderwriterCompany by the Selling Stockholders expressly for use therein; and provided further, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability under this subsection 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net gross proceeds received by after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritershereunder.

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, officers, employees, representatives and agents and each Controlling Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 's representations and warranties contained in Section 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, officers and employees, representatives and agents and each Controlling Personperson, from if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter 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), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any 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), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such 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, however, that the foregoing indemnity agreement shall only apply in each case to the extent but only to the extent such losses, claims, damages, liabilities, expenses or actions are caused by any such untrue statement or omission made in reliance or alleged untrue statement or omission based upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or (ii) any omission or alleged omission to state 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 such untrue statement in or omission from any Preliminary Prospectus, the . The indemnity agreement contained set forth in this Section 8(b9(b) shall not inure be in addition to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the Underwritersmay 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 will indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, representatives and agents and each Controlling Person, from and Indemnified Party against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action 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 or caused by (i) any untrue statement or alleged untrue statement or omission made of any material fact contained in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the part of any Registration Statement or at any time, any Statutory Prospectus as of any time, the Final Prospectus (or any amendment Issuer Free Writing Prospectus, or supplement thereto) arise out of or any Preliminary Prospectus or (ii) any are based upon the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, of 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, therein 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 with respect to the Selling Stockholders will not be liable in any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability arises out of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent is based upon an untrue statement or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the alleged untrue statement in or omission or alleged omission from any of such Preliminary Prospectus documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically 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 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 made in reliance upon and in conformity with the Prospectus. The Selling Stockholder Information; and provided further that 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 4 hereof and under the indemnity and contribution provisions contained in pursuant to this Section 8 subsection (b) shall be limited to an amount equal to not exceed the aggregate net gross proceeds from the offering (before deducting underwriting discounts, commissions and expenses) received by such Selling Stockholder from the sale of Selling Stockholder Shares and any Selling Stockholder Option Shares sold by such Selling Stockholder to the UnderwritersStockholder.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (iA)(i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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;; providedand to reimburse each Underwriter and each such affiliate, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall only apply to any such loss, claim, damage damage, liability or liability expense to the extent, but only to the extent, arising out of or with respect to based upon any 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 Underwriter results from the fact that both (i) to the extent required by applicable lawfree writing prospectus, a copy of or the Prospectus was not sent (or given to such person at any amendment or prior to supplement thereto) made in reliance upon and in conformity with the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 shall be limited to an amount equal to the aggregate net proceeds received by Information of such Selling Stockholder from that was furnished to the sale Company or any Underwriter by or on behalf of such Selling Stockholder Shares in writing expressly for use therein; and any provided, further, that the liability of the Selling Stockholder Option Stockholders pursuant to this Section 9(b) shall not exceed the product of the number of Shares sold by such Selling Stockholder and 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 UnderwritersSelling 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Selling Stockholder), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A and 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 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 any information relating to such Selling Stockholder furnished in writing to the Company in writing 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 Preliminary Prospectus Non-IFWP Road Show, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therefrom of a material fact required to be stated therein by the Selling Stockholder or fact, in each case, 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, misleading but only to the extent that with respect to any such the untrue statement in or alleged untrue statement or omission from 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 indemnity agreement contained in this Section 8(bProspectus (or any amendments or supplements thereto) shall not inure or any Non-IFWP Road Show; and to the benefit of any reimburse each Underwriter, its affiliates, directors, officers, employees, representativesagents and each such controlling person for any and all expenses (including the 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 any Controlling Person to the extent that the sale to the such controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Underwriter and action; provided, however, that the foregoing indemnity agreement shall not apply to any such loss, claim, damage damage, liability or liability 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 respect written information furnished to such Selling Stockholders by the Representatives 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. Each Underwriter results from hereby acknowledges that the fact only information that both (i) such Selling Stockholder furnished to the extent required by applicable lawCompany expressly for use in the Registration Statement, a copy of any Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus was not sent (or given to 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 person at or prior to Selling Stockholder before and after the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected offering as set forth in the Prospectustable in the Disclosure Package and the Prospectus under the caption “Selling Stockholders”. 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 4 hereof and under the indemnity and contribution provisions agreement contained in this Section 8 paragraph 8(b) shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale offering of Selling Stockholder Shares and any Selling Stockholder Option the Common Shares sold by such Selling Stockholder pursuant to the Underwritersthis Agreement.

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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employeesemployees and agents, representatives and agents and each Controlling Personperson, from and if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, 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 incurredUnderwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon or caused by (i) any untrue statement or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use of a material fact contained in the Registration Statement Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 theretoto the foregoing) or any Preliminary Prospectus prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants, or (ii) any the omission or alleged omission to state in the Registration Statement or Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, therein 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 thereinstatements, in the light of the circumstances under which they were made, not misleading; providedand to reimburse each Underwriter and each such affiliate, that 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 respect to any such untrue statement in investigating, defending, settling, compromising or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(b) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person to the extent that the sale to the person asserting paying any such loss, claim, damage damage, liability, expense or liability action; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was an initial resale made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to any Selling Stockholder furnished by such Underwriter and Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such lossfree writing prospectus, claimany 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 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. Notwithstanding the provisions of this Section 9(b), damage or the aggregate liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus. The liability of each any 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 4 hereof and under the indemnity and contribution provisions contained in this Section 8 9(b) shall be limited to not exceed an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale number of Selling Stockholder Shares and any Selling Stockholder Option Shares shares sold by such Selling Stockholder multiplied 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 Underwriterssame extent as the Company’s indemnity as set forth in Section 9(a) hereto.