Common use of Qualified Independent Underwriter Clause in Contracts

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC has, without compensation, acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC has, Credit Suisse has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC Scotia Capital (USA) Inc. has, without compensation, acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Credit Suisse Securities (USA) LLC has, has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. FINRA rules in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally the Selling Stockholders will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law laws or regulation regulations or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” ”, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained obligations of the Company and the Selling Stockholders set forth in this Section 8 10 shall remain operative be several and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any not joint; provided, however, that such obligations of the Offered SecuritiesSolera Selling Stockholders shall be joint and several between each such Solera Selling Stockholder.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC has, Xxxxxxx & Co. Incorporated has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC SunTrust Rxxxxxxx Xxxxxxxx, Inc. has, without compensation, acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. FINRA in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Credit Suisse Securities (USA) LLC has, has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (now FINRA) in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such International Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in incurred provided, however, that the Company will not be liable under this Section 8 shall remain operative and 10 in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for such case to the extent that any such loss, claim, damage or liability results from the gross negligence or willful misconduct of the Offered SecuritiesQIU.

Qualified Independent Underwriter. The Company and the Selling Shareholders hereby confirms confirm that at its their request X.X. Xxxxxx Securities LLC hasXxxxx, Xxxxxxxx & Xxxxx, Inc. has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of NASD Conduct Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. 2720 adopted by FINRA (“Rule 2720”) in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally the Selling Shareholders will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the such QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities Xxxxxxxxxx Xxxxx LLC has, without compensation, has acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”") within the meaning of FINRA Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered SecuritiesSecurities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Securities 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 the QIU’s 's acting (or alleged failing to act) as such “qualified independent underwriter” underwriter and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained , provided, however, that the Company will not be liable in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for such case to the extent any such loss, claim, damage, liability or action results from the gross negligence or willful misconduct of the Offered SecuritiesQIU.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Credit Suisse Securities (USA) LLC has, has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. FINRA in connection with the offering of the Offered Securities. The Without limitation of, and in addition to, its obligations under Section 8(a) herein, the Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained ; provided, however, that the Company will not be liable in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for such case to the extent that any such loss, claim, damage or liability results from the gross negligence or willful misconduct of the Offered SecuritiesQIU.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC hasrequest, without compensation, Xxxxxxx Rice & Company L.L.C. has acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the such QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment , except for any losses, claims, damages, liabilities, and judgments resulting from the QIU’s, or such directors, officers, employees and agents and each person, if any, who controls such QIU within the meaning of Section 15 of the Offered SecuritiesSecurities Act or Section 20 of the Exchange Act, gross negligence or willful misconduct.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx UBS Securities LLC has, has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” ”, or if the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party, then the Company shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities, based on the factors described in Section 8(d) above, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities LLC has, & Xxxxx has without compensation, compensation acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”") within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. has, without compensation, acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. FINRA in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company and the Guarantor hereby confirms confirm that at its their request X.X. Xxxxxx Credit Suisse Securities (USA) LLC has, without compensation, has acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each the Guarantor will, jointly and severally will severally, indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the such QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company and the Selling Stockholders hereby confirm their engagement of CS Capital Advisors, LLC as, and CS Capital Advisors, LLC hereby confirms that at its request X.X. Xxxxxx Securities LLC hasagreement with the Company and the Selling Stockholders to render services as, without compensation, acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 with respect to the offering and sale of the Rules Shares. CS Capital Advisors, LLC, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” As compensation for the services of the Financial Industry Regulatory AuthorityQIU hereunder, Inc. in connection with the offering of Company agrees to pay the Offered SecuritiesQIU $200,000 on the Closing Date. The Company and each Guarantor the Selling Shareholders will severally and not jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law laws or regulation regulations or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter,” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company Offerors hereby confirm their engagement of Xxxxxx, Xxxxxxxx & Company, Incorporated as, and Xxxxxx, Xxxxxxxx & Company, Incorporated hereby confirms that at its request X.X. Xxxxxx Securities LLC has, without compensation, acted agreement with the Offerors to render services as “a "qualified independent underwriter” (in such capacity, the “QIU”) " within the meaning of Rule 5121 2720 of the NASD's Conduct Rules of the Financial Industry Regulatory Authority, Inc. in connection with respect to the offering of the Offered Designated Preferred Securities. Xxxxxx, Xxxxxxxx & Company, Incorporated, solely in its capacity as a qualified independent underwriter and not otherwise, is referred to herein as the "QIU." The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the QIU 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 expenses (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing failure to act) as such “a "qualified independent underwriter” " and will reimburse the QIU for any legal or other reasonable costs of investigation and attorneys fees and expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such costs or expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities LLC has, Credit Suisse has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered SecuritiesSecurities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained , provided, however, that the Company will not be liable in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for such case to the extent any such loss, claim, damage, liability or action results from the gross negligence or willful misconduct of the Offered SecuritiesQUI.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC has, has without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority, Inc. FINRA in connection with the offering of the Offered SecuritiesShares. The Without limitation of, and in addition to, its obligations under Section 17(a) herein, the Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the U.S. Securities Act, the U.S. 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Shares as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.

Qualified Independent Underwriter. The Company hereby confirms that at its request X.X. Xxxxxx UBS Securities LLC has, LLChas without compensation, compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. The Company and each Guarantor jointly and severally will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal 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 the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” ”, or if the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party, then the Company shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities, based on the factors described in Section 8(d) above, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The indemnity provisions contained in this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement and (ii) acceptance of and payment for any of the Offered Securities.