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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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. (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 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 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, including to the extent of the aggregate amount paid in settlement of any such action, investigation or proceeding), 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 documented expenses reasonably incurred by that Underwriter Indemnified Party (including the fees and disbursements of counsel chosen by the 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 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 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, 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 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 and documented 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 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(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 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 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 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 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 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, 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 concession and reallowance figures appearing in the seventh paragraph and the disclosure on sales to discretionary accounts appearing in the Underwriters’ Informationeighteenth 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, preparing 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 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 Prospectusany Issuer Free Writing Prospectus or any broadly available road show, 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 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 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 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 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 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 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. 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 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 bad faith 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 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, 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’ 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 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, including to the extent of the aggregate amount paid in settlement of any such action, investigation or proceeding), 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 Pricing Prospectus or 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 Prospectusthe Registration Statement, the Registration Statement Pricing Prospectus 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 and all expense whatsoever, as incurred (including the fees or other expenses of counsel chosen by that Underwriter Indemnified Party) 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 Prospectusthe Registration Statement, the Registration Statement Pricing Prospectus 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 Underwriters 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 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 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.

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, any Registration Statement, Statement or the Prospectus, or in any amendment or supplement thereto thereto, or in any materials or information provided to investors by, or with the prior written 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, any 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 any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or 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-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 U.S. 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 or supplement thereto or in any materials or information provided to investors bythe General Disclosure Package, 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 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 furnished by or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to on behalf of 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 U.S. 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 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 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 (b) 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. 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 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 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’ Information; and each 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 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 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. 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(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 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 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 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 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 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(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 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 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 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 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 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 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, 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 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 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 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 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 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 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”) and each Selling Shareholder, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Shareholder Indemnified Party” and any Selling Shareholder Indemnified Party and Underwriter Indemnified Party is each an “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 Communications (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 (i) 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 to the Underwriters’ Information. Each indemnity agreement Underwriter Information (as defined below in subsection (c) of this Section 8(a10), or (ii) is not exclusive by any Selling Shareholder specifically for use therein, it being understood and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which agreed 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 Partyonly such information furnished by the Selling Shareholder consists of 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 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 (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 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 (Ai) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, Statutory Prospectus as of any Preliminary Prospectustime, 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 in order 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 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 CommunicationPreliminary Prospectus, any Preliminary Issuer Free Writing 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 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 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 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 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 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 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, 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 and VODone 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, and in conformity with, upon 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents Underwriter 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 lossand all losses, claimclaims, damagedamages, expense expenses and liabilities, joint or liability whatsoever several (or including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, investigation suit or proceeding in respect thereofor any claim asserted), 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 law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damagedamages, expense, liability, action, investigation expenses or proceeding arises liabilities 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 Prospectuspreliminary prospectus, the Registration Statement, Statement or the ProspectusProspectus or any amendment thereof or supplement thereto, or in arise out of or are based upon 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, therein 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 such indemnity shall not be liable in any such case inure to the extent that benefit of any Underwriter (or any person controlling such lossUnderwriter) on account of any losses, claimclaims, damagedamages, expense expenses or liability arises out liabilities arising from the sale of or is based upon an the Shares to any person by such Underwriter if such untrue statement or omission or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectuswas made in such preliminary prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement theretosupplement, or any Marketing Materials made in reliance upon, upon and in conformity with, written with information furnished in writing to the Company through by the Representative by or Representatives 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 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 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 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 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 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 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 bad faith 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, 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 “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 or 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 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 Registration Statement Rules and Regulations, 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, in light of the circumstances under which they were made, not misleading or (C) the omission or alleged omission to state in the Registration Statement or any amendment or supplement to the Registration Statement 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 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 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’ 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 action or proceeding (including any governmental or regulatory investigation) 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 action 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 CommunicationIssuer Free Writing Prospectus, any Preliminary Prospectus“issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration StatementStatement (or any amendment thereto), 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 CommunicationIssuer Free Writing 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 action 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 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 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, 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 Representatives specifically for use therein, which therein (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 and the Group I Selling Stockholders 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. 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 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 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 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, or 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 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 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 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(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 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 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 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 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 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 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 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’ 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 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.