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

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, a “Underwriter Indemnified Parties,” and each an “Underwriter Company Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Company Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary Statutory Prospectus as of any time, the Final Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any other materials or information provided reviewed and consented to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person and included on Annex I hereto, or electronically) (“Marketing Materials”) arise out of or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Company Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Company Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Company Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information specified in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto thereto, or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto thereto, or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made (other than with respect to the Registration Statement), not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, part of the Registration Statement, the Prospectus, Statement at any time or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in, 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, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsStock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement at any time or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto thereto, or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto thereto, or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with (i) written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below, or (ii) the Selling Securityholder Information.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any and all loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other and all expenses reasonably incurred by that Underwriter Indemnified Party (including the fees and disbursements of counsel) in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, officers and employees, representatives and agents its selling agent and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof), joint or severalas incurred, to which such Underwriter Indemnified Party Underwriter, director, officer, employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother 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 or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, expense, liability, action, investigation liability or proceeding expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors byIssuer Free Writing Prospectus, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, ; and shall to reimburse each Underwriter Indemnified Party promptly upon demand and each such director, officer, employee, selling agent or controlling person for any legal and all expenses (including the reasonable fees or other and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such director, officer, employee, selling agent or controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply, with respect to an Underwriter, to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company by such Underwriter through the Representative expressly for use in the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter specifically for use thereinconsists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the information related to stabilizing transactions, which information syndicate covering transactions and penalty bids contained in the parties hereto agree is limited to fifth and sixth paragraphs under the Underwriters’ Informationcaption “Underwriting”. Each The indemnity agreement set forth in this Section 8(a9(a) is not exclusive and is shall be in addition to each other indemnity agreement in this Section 8(a) and each other liability which any liabilities that the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Partyhave.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, officers and employees, representatives and agents its selling agent and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense liability or liability whatsoever (or any actionexpense, investigation or proceeding in respect thereof), joint or severalas incurred, to which such Underwriter Indemnified Party Underwriter, director, officer, employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother 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 or is otherwise permitted in Section 9(e) hereof), insofar as such loss, claim, damage, expense, liability, action, investigation liability or proceeding expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, part of the Registration Statement, any Statutory Prospectus, the Final Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors byIssuer Free Writing Prospectus, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, ; and shall to reimburse each Underwriter Indemnified Party promptly upon demand and each such director, officer, employee, selling agent or controlling person for any legal and all expenses (including the reasonable fees or other and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by that such Underwriter Indemnified Party or such director, officer, employee, selling agent or controlling person in connection with investigating, defending, settling, compromising or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, paying any such loss, claim, damage, expense, liability, expense or action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply, with respect to an Underwriter, to any such case to the extent that any such loss, claim, damage, liability or expense or liability arises to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company by such Underwriter through the Representative expressly for use in the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter specifically for use thereinconsists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the information related to stabilizing transactions, which information syndicate covering transactions and penalty bids contained in the parties hereto agree is limited to sixth and seventh paragraphs under the Underwriters’ Informationcaption “Underwriting”. Each The indemnity agreement set forth in this Section 8(a9(a) is not exclusive and is shall be in addition to each other indemnity agreement in this Section 8(a) and each other liability which any liabilities that the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Partyhave.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, or any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided other communication with potential investors that may be deemed to investors by, or with the approval of, the Company in connection with the marketing of be related to the offering of the Public Units, including any roadshow Offered Securities or investor presentations made to investors by the Company (whether in person arise out of or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (c) below or (ii) the Selling Stockholders specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information (the “Selling Stockholder Information”): (A) the legal name and address of such Selling Stockholder, (B) the number of shares of Firm Securities beneficially owned and offered by the Selling Stockholder set forth opposite the Selling Stockholder’s name under the caption “Selling Stockholders” in the General Disclosure Package and the Final Prospectus, (C) the information as it relates to such Selling Stockholder in the footnotes to the Underwriters’ Information. Each indemnity agreement table under the caption “Selling Stockholders” in this Section 8(athe General Disclosure Package and the Final Prospectus and (D) is not exclusive the amount of the expenses payable by the Selling Stockholders in the table following the sixth paragraph under the caption “Underwriting” in the General Disclosure Package and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified PartyFinal Prospectus.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided presented to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any graphic or other written communication transmitted simultaneously with a roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto thereto, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) and each Selling stockholder, its affiliates, , directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Selling stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Stockholder Indemnified Parties,” and each a “Stockholder Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party or Stockholder Indemnified Party, as the case may be, may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of the Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, in light of the circumstances in which they were made, and shall reimburse each Underwriter Indemnified Party or Stockholder Indemnified Party, as the case may be, promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party or Stockholder Indemnified Party, as the case may be, in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company (i) through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and (ii) by or on behalf of any Selling stockholder specifically for use therein, which information the parties hereto agree is limited to the Selling stockholder Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party or Stockholder Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement at any time or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications 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, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, Underwriter and its affiliatesaffiliates (as such term is defined in Rule 501(b) of the Securities Act), directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationCommunication prepared or authorized by the Company, any Preliminary Prospectus, any Issuer Free Writing Prospectus prepared or authorized by the Company, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (Bii) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationCommunication prepared or authorized by the Company, any Preliminary Prospectus, any Issuer Free Writing Prospectus prepared or authorized by the Company, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses out-of-pocket expenses, in each case reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third third-party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from from, any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each This indemnity agreement in this Section 8(a) is not exclusive and exclusive, is in addition to each other indemnity agreement in this Section 8(a) and each other liability which that the Company might have under this Agreement or otherwise, otherwise and shall not limit any rights or remedies which that may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement at any time or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the Underwriter Information (as defined in subsection (b) below).

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, directorsan “Affiliate”)), officers, managers, members, employees, representatives and its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any and all loss, claim, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or severalseveral whatsoever, to which such Underwriter Indemnified Party may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any Written Testing-the-Waters Communicationamendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement, General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto thereto), or (B) in 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 Public UnitsStock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communicationpreliminary prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto Prospectus or in any Marketing Materials, Materials of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, misleading and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred; provided, however, that the Company this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus, Prospectus (or any such amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, or any Marketing Materials made in reliance upon, upon and in conformity with, written information furnished to with the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary Prospectus, the Registration StatementStatutory Prospectus as of any time, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any materials or information provided to investors byCompany Additional Written Communication, or with the approval of, the Company in connection with the marketing arise out of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representative, if any, specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in the Terms Agreement.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement at any time or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement to any of the foregoing) or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the Underwriter Information (as defined in subsection (b) below).

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatesaffiliates and each of their respective partners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, part of the Registration Statement, the any Statutory Prospectus, the Final Prospectus, each as amended or in any amendment or supplement thereto or in any materials or information provided to investors bysupplemented, or with the approval of, the Company in connection with the marketing any Issuer Free Writing Prospectus or arise out of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, documents based upon (i) written information furnished to the Company through the Representative by or on behalf of any Underwriter through the Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in paragraph (c) below or (ii) the Selling Shareholder Information.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or 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, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives 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 subsection (c) below. The Company also agrees to indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” Designated Entities”), from and each an “Underwriter Indemnified Party”) against any lossand all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage, expense or liability whatsoever ) (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises i) arising out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, material prepared by or with the approval of, consent of the Company for distribution to Participants in connection with the marketing Directed Share Program arising out of the offering of the Public Units, including or based upon any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees related to or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigatingthe Directed Share Program, other than losses, claims, damages or preparing liabilities (or expenses relating thereto) that are finally judicially determined to defend, have resulted from the willful misconduct or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that gross negligence of the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified PartyDesignated Entities.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsShares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (c) below. The Company agrees to indemnify and hold harmless the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive Designated Underwriter and is in addition to each other indemnity agreement in this Section 8(a) its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other liability which expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company might have under this Agreement for distribution to Participants in connection with the Directed Share Program or otherwisearising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, and shall not limit any rights or remedies which may otherwise be available under this Agreementrelated to, at law or in equity connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to any Underwriter Indemnified Partyhave resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters by the Company. (i) The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact included in the General Disclosure Package, any preliminary prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the foregoing, or the omission or alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses in all cases reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, written information furnished to the Company through the Representative by with Underwriter Information or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Selling Shareholder Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees expenses are incurred, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company and by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which therein (it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below).

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ADS Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsOffered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or Statement, the ADS Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or Statement, the ADS Registration Statement, the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. The Designated Underwriter and its directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Designated Underwriter Indemnified Parties,” and each a “Designated Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Designated Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed ADS Program, (B) the omission or alleged omission to state in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed ADS Program of 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, (C) the failure of any Participant to pay for and accept delivery of Directed ADSs that the Participant agreed to purchase; or (D) any other loss, claim, damage, expense, liability, action, investigation or proceeding related to, in respect of, arising out of, or in connection with the Directed ADS Program, and shall reimburse each Designated Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Designated Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred. Each indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration StatementStatements, the Prospectus, or in any amendment or supplement thereto or documents incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement Statements or the Prospectus, or in any amendment or supplement thereto or incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement Statements or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary Statutory Prospectus as of any time, the Final Prospectus, the Registration Statement, the General Disclosure Package or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they were made), not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through by the Representative by or on behalf of any Underwriter Underwriters specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information and the Selling Stockholder Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or 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 in any Registration Statement at any time or necessary to make the statements therein, not misleading, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, expense or liability whatsoever (or any liability, action, litigation, investigation or proceeding in respect thereofwhatsoever (whether or not such Indemnified Party is a party thereto), joint whether threatened or severalcommenced, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company and in connection with the marketing enforcement of this provision with respect to any of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with (i) written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below, or (ii) the Selling Securityholder Information.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsSecurities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Prospectus"issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Prospectus"issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability primarily arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited concession and reallowance figures appearing in the 4th paragraph and sales to discretionary accounts appearing in the Underwriters’ Information9th paragraph under the caption “Underwriting”. Each indemnity agreement in this Section 8(a) is not exclusive The Company further agrees to indemnify and is in addition to each other indemnity agreement in this Section 8(a) hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other liability which expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company might have under this Agreement for distribution to Participants in connection with the Directed Share Program arising out of or otherwisebased upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law related to or in equity connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to any Underwriter Indemnified Partyhave resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act selling ADSs on behalf of an Underwriter, and the directors, officers and employees of such Underwriter, person who controls any Underwriter and affiliate of any Underwriter (collectively collectively, the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) "INDEMNIFIED PARTIES"), against any losslosses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act or other United States federal or state statutory law or regulation, the SELJ or Indian common law or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based in whole or in part upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any Written Testing-the-Waters Communication, any Preliminary Prospectusamendment thereto), the ADS Registration Statement, the 8-A Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or in is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus or the Japanese Disclosure Documents, or any amendment or supplement thereto thereto, or (ii) arise out of or are based in whole or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) part upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, except insofar as such fees and expenses are incurred; providedlosses, howeverclaims, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense damages or liability arises liabilities arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, written with information furnished to the Company in writing by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each affiliate of any Underwriter within the meaning of Rule 405 under the Act selling Shares or ADSs on behalf of an “Underwriter Indemnified Party”) Underwriter, against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act or other United States federal or state statutory law or regulation or Indian common law or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based in whole or in part upon (A) any an untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the ADS Registration Statement or the Prospectus, or in any amendment or supplement thereto thereto, or (ii) arise out of or are based in whole or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) part upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from made in any Preliminary Prospectus, the Registration Statement, the ADS Registration Statement or the Prospectus, Prospectus or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for use therein; provided further, which information that the parties hereto agree is limited Company shall not be liable to any Underwriter under the Underwriters’ Information. Each indemnity agreement in this Section 8(asubsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold ADSs to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as then amended or supplemented in any case where the delivery is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which required by the Act if the Company might have under this Agreement has previously furnished copies thereof in such quantities as requested by such Underwriter to such Underwriter and the loss, claim, damage or otherwise, and shall not limit any rights liability of such Underwriter results from an untrue statement or remedies omission of a material fact contained in the Preliminary Prospectus which may otherwise be available under this Agreement, at law was corrected in the Prospectus or in equity to any Underwriter Indemnified Partythe Prospectus as then amended or supplemented.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information; and the Designated Underwriter and its directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Designated Underwriter Indemnified Parties,” and each a “Designated Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Designated Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program, (B) the omission or alleged omission to state in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program of 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, (C) the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (D) any other loss, claim, damage, expense, liability, action, investigation or proceeding related to, in respect of, arising out of, or in connection with the Directed Share Program, and shall reimburse each Designated Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Designated Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party or Designated Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company (x) by any Underwriter through the Representative Representatives 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 subsection (c) below or (y) by or on behalf of any Underwriter Selling Stockholder specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, Underwriter and its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the any Issuer Free Writing Prospectus, any Registration Statement, the ProspectusADS Registration Statement, the Prospectus or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsOffered ADSs, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (Bii) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the any Issuer Free Writing Prospectus, any Registration Statement, the ADS Registration Statement, the Prospectus or in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleadingmisleading (as it applies to Prospectus and not to the Registration Statement or the ADS Registration Statement), and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, any Registration Statement, the ADS Registration Statement or Statement, the Prospectus, Prospectus or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsStock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each harmless: Each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or (Bii) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses out-of-pocket expenses, in each case, reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company and the Subsidiaries shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials Materials, made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each any other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, Underwriter and its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (Ai) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the any Issuer Free Writing Prospectus, any Registration Statement, the Prospectus, Prospectus or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsSecurities, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (Bii) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the any Issuer Free Writing Prospectus, any Registration Statement, the Prospectus or in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleadingmisleading (as it applies to the Prospectus and not to the Registration Statement), and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, any Registration Statement, the Registration Statement or the Prospectus, Prospectus or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), from and against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or the Directed Share Program, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, thereto or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsSecurities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsOffered Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Base Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with (i) written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below, or (ii) the Selling Securityholders Information.

Indemnification of Underwriters by the Company. The Company shall (the “Indemnifying Party”) will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives agents and agents affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other federal, state or foreign statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto or any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) the Directed Share Program; and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall Indemnifying Party will not be liable in any such case to the extent that (1) any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (b) below, or (2) with respect to the Underwriters’ Information. Each indemnity agreement Directed Share Program, insofar as such loss, liability, claim, damage or expense is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which conducting the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified PartyDirected Share Program.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, Underwriter and its affiliates, and such Underwriter’s and affiliates’ respective directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, the ADS Registration Statement, any Preliminary Statutory Prospectus as of any time, the Final Prospectus, the Registration Statement, the Prospectus, General Disclosure Package or in any amendment or supplement thereto or thereto, [any Issuer Free Writing Prospectus, ]any “road show” as defined in any materials or information provided to investors byRule 433(h) under the Act, or with any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the approval ofAct, the Company in connection with the marketing or arise out of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each affiliate of any Underwriter within the meaning of Rule 405 under the Act selling ADSs on behalf of an “Underwriter Indemnified Party”) against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act or other United States federal or state statutory law or regulation, the SELJ or Indian common law or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based in whole or in part upon (A) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any Written Testing-the-Waters Communicationamendment thereto), the ADS Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Registration StatementCompany has filed, or is required to file, pursuant to Rule 433(d) of the Act, the Prospectus, the Japanese Securities Registration or in the Japanese Prospectus or any amendment or supplement thereto thereto, or (ii) arise out of or are based in whole or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) part upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, except insofar as such fees and expenses are incurred; providedlosses, howeverclaims, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense damages or liability arises liabilities arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, written with information furnished to the Company through the Representative in writing by or on behalf of any Underwriter specifically through you expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other out-of-pocket expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, thereto or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. (i) The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communication, part of any Preliminary Prospectus, the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact included in the General Disclosure Package, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the foregoing, or the omission or alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses in all cases reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree information described as such in subsection (c) below. Insofar as the foregoing indemnity agreement, or the representations and warranties contained in Section 2(i)(b) hereof, may permit indemnification for liabilities under the Act, the Exchange Act, other Federal or state statutory law or regulation of any person who is limited to an Underwriter or a partner or controlling person of an Underwriter within the Underwriters’ Informationmeaning of Section 15 of the Act and who, at the date hereof, is a director, officer or controlling person of the Company, the Company has been advised that in the opinion of the Commission such provisions may contravene Federal public policy as expressed in the Act and may therefore be unenforceable. Each indemnity In the event that a claim for indemnification under such agreement or such representations and warranties for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in this Section 8(athe successful defense of any action, suit or proceeding) is asserted by such a person, the Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for the Company the matter has already been settled by controlling precedent) the question of whether or not exclusive indemnification by it for such liabilities is against public policy as expressed in the Act and is in addition therefore unenforceable, and the Company will be governed by the final adjudication of such issue. The Company agrees to each other indemnity agreement in this Section 8(a) indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other liability which expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company might have under this Agreement for distribution to Participants in connection with the Directed Share Program arising out of or otherwisebased upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, when considered together with the General Disclosure Package, not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and shall not limit any rights accept delivery of Directed Shares that the Participant agreed to purchase; or remedies which may otherwise be available under this Agreement(iii) arising out of, at law related to or in equity connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to any Underwriter Indemnified Partyhave resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter through Credit Suisse specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (b) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communicationthe Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any written materials or information provided to investors by, or with the approval of, by the Company in connection with the marketing of the offering of the Public UnitsStock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communicationthe Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon written demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any the Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding 1 NTD: To remove if not needed. arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsStock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall agrees to indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, managers, members, employees, representatives affiliates and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration StatementStatement for the registration of the Securities as originally filed or in any amendment thereof, or in the ADR Registration Statement as originally filed or in any amendment thereof, or in the Preliminary Prospectus, or in the Prospectus, any amendment Issuer Free Writing Prospectus or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, Communication or in any amendment thereof or supplement thereto thereto, or in any Marketing Materials, arise out of or are 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, and shall agrees to reimburse each Underwriter Indemnified Party promptly upon demand such indemnified party, as incurred, for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party them in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, liability or action, investigation or proceeding, as such fees it being understood that the Company and expenses are incurredthe Selling Shareholders have agreed on a split of any payments to be made hereunder internally in line with German corporate law requirements; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made therein in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter through the Representative specifically for use inclusion therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited to the Underwriters’ Informationinformation described in paragraph (c) below. Each This indemnity agreement in this Section 8(a) is not exclusive and is will be in addition to each other indemnity agreement in this Section 8(a) and each other any liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Partyhave.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, any who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein (in the case of statements in any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which such statements were made) not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any reasonable and documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a6(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsUnits or the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, Prospectus or any Marketing Materials or any such amendment or supplement thereto, or any Marketing Materials Issuer Free Writing Prospectus, made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a6(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information furnished by any Underwriter consists of the parties hereto agree is limited information described as such in subsection (c) below. The Company agrees to indemnify and hold harmless the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive Designated Underwriter and is in addition to each other indemnity agreement in this Section 8(a) its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other liability which expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company might have for distribution to Participants in connection with the Directed Share Program or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under this Agreement which they were made, not misleading; (ii) arising out of or otherwisebased upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law related to or in equity connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to any Underwriter Indemnified Partyhave resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Prospectus“issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsStock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Prospectus“issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or any document incorporated by reference therein in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or any document incorporated by reference therein or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any written materials or information provided to investors by, or with the approval of, by the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly (and in no event later than thirty (30) days) upon written demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or in any amendment or supplement thereto or in any Marketing Materials, or in any written or oral communication made by the Company in connection with its NDRs, (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or in any written or oral communication made by the Company in connection with its NDR, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which ; it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-Testing- the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) ), or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any reasonable and documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.,

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of any Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection 8(c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsCommon Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: (i) each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ADS Registration Statement, the Prospectus, or in any amendment or supplement thereto or any document incorporated by reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsOffered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or Statement, the ADS Registration Statement, the Prospectus, or in any amendment or supplement thereto or any document incorporated by reference therein or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or Statement, the ADS Registration Statement, the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public UnitsClass A Common Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each The indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each any other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.

Indemnification of Underwriters by the Company. The Company shall will indemnify and hold harmless each Underwriter, its affiliatespartners, members, directors, officers, managers, members, employees, representatives and agents agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each each, an “Underwriter Indemnified Party”) ), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Written Testing-the-Waters Communicationpart of the Registration Statement at any time, any Preliminary ProspectusStatutory Prospectus as of any time, the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment arise out of or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) are based upon the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating, or preparing to defend, investigating or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, against any such loss, claim, damage, expense, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Marketing Materials made documents in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter Representatives specifically for use therein, which it being understood and agreed that the only such information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to furnished by any Underwriter Indemnified Partyconsists of the information described as such in subsection (c) below.

Indemnification of Underwriters by the Company. The Company shall indemnify and hold harmless harmless: each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with road show as defined in Rule 433(h) under the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company Securities Act (whether in person or electronically) (a “Marketing MaterialsRoad Show”) or (B) the omission or alleged omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing MaterialsRoad Show, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials Road Show made in reliance upon, upon and in conformity with, with written information furnished to the Company through the Representative Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Underwriter’s Information. Each indemnity agreement in this Section 8(a7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a7(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.