Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter hereunder.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Securities purchased by such UnderwriterUnderwriter hereunder. The Underwriters' obligations parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in this the last sentence of Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint3(c) hereof.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, directors and its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to to, such Underwriter by or on behalf of such Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter pursuant to this Agreement in connection with the Public Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriters may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees to promptly notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representatives of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and its officers, employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, or the Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids”. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Firm Shares purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Holder agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, officers and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterdamage, liability or expense, as incurred, but only to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Holder), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions made statement of a material fact contained in any Preliminary ProspectusRegistration Statement, if any, the Registration Statement preliminary prospectus or Prospectus (or any amendment or supplement thereto thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary prospectus or Prospectus (or any applicationamendment or supplement thereto), in reliance upon, upon and in strict conformity with, with written information furnished to the Company with respect to by such Underwriter by or on behalf of such Underwriter Holder expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, therein; and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and reimburse the Company and each other Person so indemnified shall have such director, officer or controlling person for any and all expenses (including the rights fees and duties given disbursements of counsel chosen pursuant to Section 8(c)) as such Underwriter expenses are reasonably incurred by the provisions of this Article VICompany or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the provisions of this Section 6.3In no event shall any Holder, no Underwriter shall its directors, officers or any person who controls such Holder be required to indemnify the Company liable or responsible for any amount in excess of the underwriting discounts and commissions applicable to amount by which the Securities purchased total amount received by such Underwriter. The Underwriters' obligations in this Section 6.3 Holder with respect to indemnify its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the Company are several in proportion amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any person who controls such Holder has otherwise been required to their respective underwriting obligations and not jointpay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Shares purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by (or on behalf of such related Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Indemnified Person) be liable or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter hereunder.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company under this Section 6.3 for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to because of untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto thereto, or in any applicationApplication, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or in any such applicationApplication, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, or Prospectus the Prospectus, or any amendment or supplement thereto or any applicationApplication, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The advancement, reimbursement, indemnification and contribution obligations of the provisions of this Section 6.3, no Underwriter Company required hereby shall be required to indemnify the Company for any amount in excess made by periodic payments of the underwriting discounts amount thereof during the course of the investigation or defense, as every liability and commissions applicable to expense is incurred and is due and payable, and in such amounts as fully satisfy each and every liability and expense as it is incurred (and in no event later than 10 days following the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointdate of any invoice therefore).

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter Indemnified Parties by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage damage, and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to such losses, liabilities, claims, damages, and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if anythe Pricing Disclosure Package, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter’s Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package, or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such the Underwriter, such the Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Underwriter of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors, or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, and their affiliates, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such to, any Underwriter by or on behalf of such any Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against thereto, and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder , any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Firm Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter hereunder.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such written information consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 6.1.2. Notwithstanding The Company agrees to promptly notify such Underwriter of the provisions commencement of this Section 6.3, no Underwriter shall be required to indemnify any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement or other registration statement in connection with the Securities (each, a “Relevant Officer”), and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterdamage, liability or expense, as incurred, but only to which the Company or any such director, Relevant Officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof, as contemplated below) arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions made statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary ProspectusProspectus or the Prospectus (or any amendment or supplement to any of the foregoing), if any, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Registration Statement or any supplement or amendment thereto) or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto to any of the foregoing), in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any applicationIssuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon, upon and in strict conformity with, with written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use therein; and to reimburse the Company and each such director, Relevant Officer or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel), as such expenses are reasonably incurred by the Company or such director, Relevant Officer or controlling person in connection with investigating, defending, settling, compromising or paying any such Preliminary loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, if any, any Preliminary Prospectus or the Registration Statement or Prospectus (or any amendment or supplement thereto or thereto) are the statements set forth in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, first sentence of the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, sixth paragraph and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess third sentence of the underwriting discounts and commissions applicable to eighth paragraph under the Securities purchased by such Underwritercaption “Underwriting” in the Prospectus. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 8(b) shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any Marketing Materials or application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such Marketing Materials or application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any Marketing Materials or application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Company with respect to Public Securities purchased by such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationhereunder. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(a). Notwithstanding The Company agrees promptly to notify the provisions Representatives of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Representatives shall not relieve any Underwriter from any obligation or liability which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers and employees who signed the Registration Statement, its employees, representatives and agents and each person who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions or alleged omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter Indemnified Parties by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly of the Underwriters agrees to indemnify and hold harmless the Company, its affiliates, directors, officers officers, employees, and employees and agents each person, if any, who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“Company Indemnified Person”) against any and all lossLiabilities, liabilityand shall reimburse each Company Indemnified Person for all Expenses as they are incurred in connection with such Company Indemnified Person’s enforcement of his, claimher or its rights under this Agreement, damage and expense described arising out of or based upon (i) any untrue statement of a material fact contained in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus the Prospectus, or any amendment or supplement thereto or in any applicationthereto, in reliance upon, upon and in strict conformity withwith the Underwriter’s Information, written information furnished (ii) the omission to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use state in such Preliminary Prospectus, if any, the Registration Statement or Prospectus the Prospectus, or any amendment or supplement thereto thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriter’s Information, or (iii) any payment of compensation or other fees owed to one of more selected dealers pursuant to any selected dealer agreements, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such application. In case any action shall be brought against the Company loss, claim, damage, liability, action, investigation or any other Person so indemnified based on any Preliminary Prospectusproceeding, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, as such fees and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VIexpenses are incurred. Notwithstanding the provisions of this Section 6.35(c), no Underwriter each of the Underwriters shall not be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such the Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter the Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such written information consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The parties acknowledge and agree such information consists solely of the following disclosure in the “Underwriting” section of the Prospectus; the last sentence of the third paragraph, the sentence constituting the sixth paragraph and the disclosure under “Stabilization, Short Positions and Penalty Bids”. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter hereunder.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement or the ADS Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Prospectuses or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, judgment, assessment, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled [“Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting”] in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and employees officers, employees, and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages, and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such losses, liabilities, claims, damages, or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and damage, or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter hereunder.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, or any Written Test-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, whether arising out of any action between the Underwriters and the Company or between the Company and any third-party or otherwise) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions directly relating to the transactions effected by the Underwriters in connection with this offering made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its affiliates, the directors, officers and officers, employees and agents of the Company and each other person or entity, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage and or expense described (or action in the foregoing indemnity from the Company to respect thereof) arises out of or is based upon any such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statements statement or omissions omission or alleged omission made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, therein in reliance uponupon the Underwriters’ Information; provided, and however, that in strict conformity with, written information furnished to the Company with respect to such no case shall any Underwriter by be liable or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company responsible for any amount in excess of the underwriting discounts discount and commissions applicable to the Offered Securities purchased by such UnderwriterUnderwriter hereunder. The Underwriters' obligations parties agree that such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in this the last sentence of Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint3(c) hereof.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Written Testing-the-Waters Communication, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of the Underwriters expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of commissions actually received by such Underwriter pursuant to this Agreement in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in such the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriters may otherwise have.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the several Underwriter, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter’s Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the several Underwriter by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Underwriter of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations Shares or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled “Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting” in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Person") against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter's Information. In case any action shall be brought against the Company or any other Company Indemnified Person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such the Underwriter, such the Underwriter shall have the rights and duties given to the Company, and the Company and each other Company Indemnified Person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Underwriter of the commencement of any litigation or proceedings against the Company or any other Company Indemnified Person in connection with the issuance and sale of the Shares or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus; provided that failure by the Company so to notify the Underwriter shall not relieve any Underwriter from any obligation or liability which the Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent the Underwriter is materially prejudiced as a proximate result of such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointfailure.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, which information, it is agreed, shall consist solely of the names and addresses of the several Underwriters, the statement that the Representative does not make markets in respect securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which indemnity may be sought against such Underwriter, such Underwriter shall have could adversely affect the rights liquidity and duties given price of our securities,” the information relating to the Company, securities offerings experience of the Representative and its principals contained in “Risk Factors—There are risks associated with our underwriter’s lack of recent experience in public offerings,” the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the jurisdictions listed in the section entitled “Notices to Non-U.S. Investors” and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions identity of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable counsel to the Securities purchased by such Underwriter. Underwriters contained in the section entitled “Legal Matters.” The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriters and the Company) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions made with respect to the Underwriter Information in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon(ii) the Underwriter’s gross negligence or willful misconduct, and in strict conformity with, written information furnished to (iii) the Company with respect to such Underwriter by or on behalf use of such Underwriter expressly for use in such the Sale Preliminary Prospectus, if any, the Registration Statement Prospectus or Prospectus in violation of any stop order or other notice received by the Representative indicating the then current Prospectus is not to be used in connection with the sale of any amendment Securities or supplement thereto (iv) any Underwriter or Selected Dealer otherwise failing in any such applicationits prospectus delivery obligations. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity set forth in Section 5.1 hereof from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any the Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto; and to reimburse the Company or any such director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commission received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against , are the Company or any other Person so indemnified based on any Preliminary statements set forth in the paragraphs entitled “Pricing of Securities,” “Over Allotment and Stabilizing Transactions,” and “Commissions and Discounts” under the caption “Underwriting” in the Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the name of the Underwriter and the information with respect to dealers’ concessions and reallowances contained in the section of the Prospectus entitled “Underwriting,” and the identity of counsel to the Underwriters contained in the section of the Prospectus entitled “Legal Matters.” In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters, by the provisions of this Article VISection 5.1.2. Notwithstanding the provisions of this Section 6.3Maxim Group LLC _____________, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.2005

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The Company acknowledges that (i) the statements set forth in ____________________________ in the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the Initial Stockholders for inclusion in the Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers and employees who signed the Registration Statement, its employees, representatives and agents and each person who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions or alleged omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the Underwriter Indemnified Parties by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationRoad Show Materials, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationRoad Show Materials. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any applicationRoad Show Materials, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or the Prospectus or any amendment or supplement thereto or in any such application, it being agreed that such information provided by or on behalf of any Underwriter consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and officers, employees and agents and Persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationthereto. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VISection 6.2. Notwithstanding the provisions of this Section 6.3, no Underwriter Indemnified Party shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the subsections captioned “State Blue Sky Information,” “Pricing of Securities” and “Regulatory Restrictions on Purchase of Securities” contained in the section of the Prospectus entitled “Underwriting.” In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally The Warrantholder and not jointly agrees to the holders of the Warrant Shares agree that they will indemnify and hold harmless the Company, its directorseach other person referred to in subparts (1), officers (2) and employees (3) of Section 11(a) of the Act in respect of the Registration Statement and agents each person, if any, who control controls the Company within the meaning of Section 15 the Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include but not be limited to, all costs of defense and investigation and all attorneys' fees) to which the Securities Company or any such director, officer or controlling person may become subject under the Act or Section 20 otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the Exchange Act against or are based upon any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, statement or alleged untrue statement of any material fact contained in such Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or omissions alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectussuch Registration Statement, if anypreliminary prospectus, the Registration Statement final prospectus or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions Warrantholder or such holder of this Article VIWarrant Shares specifically for inclusion therein. Notwithstanding This indemnity agreement will be in addition to any liability which the provisions Warrantholder or such holder of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointWarrant Shares may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if anythe Sale Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on such director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof), shall be limited to the commissions received by such Underwriter in connection with the Public Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, if anythe Sale Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the paragraphs entitled “Pricing of Securities” and “Commissions and Discounts” under the caption “Underwriting” in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterProspectus. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any the Registration Statement, the Preliminary Prospectus, if any, the Registration Statement Prospectus or any Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Public Shares purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, whether arising out of any action between the Underwriters and the Company or between the Company and any third-party or otherwise) described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions directly relating to the transactions effected by the Underwriters in connection with this offering made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, application in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such by any Underwriter by or on behalf of such Underwriter through either Representative expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter several Underwriters by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint5.1.2.

Indemnification of the Company. Each Underwriter severally and not jointly agrees (a) Subject to the provisions of this Section 4.7 (ii), the Purchaser will indemnify and hold harmless the Company, Company and its directors, officers and officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who control the controls Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Company Party”) harmless from any and all losslosses, liabilityliabilities, claimobligations, damage claims, contingencies, damages, costs and expense described expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (“Losses”) that any such Company Party may suffer or incur as a result of or relating to a breach of any warranty or representation of the foregoing indemnity from Purchaser contained in this Agreement or any non-fulfillment of any covenant, agreement or other obligation by or of the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made Purchaser contained in any Preliminary Prospectus, if anythis Agreement; provided that, the Registration Statement Purchaser shall not have any indemnification obligation under this Section 4.7(ii) to the extent Losses are caused by or Prospectus or any amendment or supplement thereto attributable to, in whole or in any applicationpart, in reliance upona breach of the Company’s representations, and in strict conformity withwarranties or covenants under the Transaction Documents, written information furnished to the Company with respect to such Underwriter a violation by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectusa subsidiary of applicable law, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and conduct by the Company or a subsidiary which constitutes fraud, gross negligence, willful misconduct or malfeasance; and each other Person so indemnified further provided that the Purchaser’s aggregate liability hereunder shall have not exceed the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointCash Payment.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such to, the Underwriter by or on behalf of such the Underwriter expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the obligation of the Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of commissions actually received by the Underwriter pursuant to this Agreement in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter’s Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the several Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriter’s Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such the several Underwriter by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Underwriter of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or in any such application, and (ii) failure by such Underwriter to provide a copy of the Prospectus Supplement (as amended or supplemented) as required by the Securities Act and the rules and regulations thereunder. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus Supplement or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement Statement, the Prospectus or the Statutory Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement Statement, the Prospectus or the Statutory Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement Statement, the Prospectus or the Statutory Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notify the provisions Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication; provided, however, that the failure by the Company to so notify the Representative shall not relieve any Underwriter from any obligation or liability under which such Underwriter may have on account of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable 5 or otherwise to the Securities purchased by Company, except to the extent such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter is materially prejudiced as a proximate result of such failure.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. V. Notwithstanding the provisions of this Section 6.35.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 5.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly agrees to jointly, shall indemnify and hold harmless the Company, its directors, its officers and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements such losses, liabilities, claims, damages and expenses (or omissions, actions in respect thereof) which arise out of or alleged are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5.1.2. Notwithstanding The Company agrees promptly to notif2 the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, its agents and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter to, the Underwriters by or on behalf of such Underwriter the Underwriters expressly for use in such in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer, agent or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify any liabilities that the Company are several in proportion to their respective underwriting obligations and not jointUnderwriter may otherwise have.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents who control the Company within the meaning of Section 15 each Controlling Person of the Securities Act or Section 20 of the Exchange Act Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto thereto, or in any such application. In case any action shall be brought against , and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the amount of the commissions actually received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement or Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess consist solely of the underwriting discounts and commissions applicable to the Securities purchased by such UnderwriterUnderwriters’ Information. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such the Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such the Underwriter, such the Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such the Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities Shares purchased by such the Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and employees and agents persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurredLiabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, if any, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any applicationthereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such applicationUnderwriters’ Information. In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any applicationthereto, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters by the provisions of this Article VISection 5(b). Notwithstanding The Company agrees promptly to notify the provisions Representative of this Section 6.3, no Underwriter shall be required to indemnify the commencement of any litigation or proceedings against the Company for or any amount in excess of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the underwriting discounts Securities Act or Section 20 of the Exchange Act, in connection with the issuance and commissions applicable to sale of the Public Securities purchased by such Underwriter. The Underwriters' obligations or in this Section 6.3 to indemnify connection with the Company are several in proportion to their respective underwriting obligations and not jointRegistration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. , which furnished written information, it is expressly agreed, consists solely of the name of the Underwriter and the information with respect to dealers' concessions and reallowances contained in the section of the Prospectus entitled "Underwriting," and the identity of counsel to the Underwriters contained in the section of the Prospectus entitled "Legal Matters." In case any action shall be brought against the Company or any other Person person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person person so indemnified shall have the rights and duties given to such Underwriter the several Underwriters, by the provisions of this Article VISection 5.1.2. Notwithstanding the provisions Maxim Group LLC _____________, 2005 Page 35 of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.44

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any Marketing Materials or application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such Marketing Materials or application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any Marketing Materials or application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Firm Securities purchased by such Underwriter. The Underwriters' ’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.

Indemnification of the Company. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and agents each person, if any, who control controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriterthe several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such the Underwriter expressly for use in such Preliminary Prospectus, if anythe Registration Statement, the Registration Statement or Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against ; and to reimburse the Company or any other Person so indemnified based on any Preliminary Prospectussuch director, officer or controlling person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or controlling person thereof, shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Preliminary Prospectus, the Registration Statement or Statement, the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, are the statements set forth in the fifth paragraph under the section entitled “Underwriting Terms,” the first paragraph under the section entitled “Pricing of Securities,” the section entitled “Over Allotment and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, Stabilizing Transactions,” and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess names of the underwriting discounts and commissions applicable to underwriters, each under the Securities purchased by such Underwritercaption “Underwriting” in the Prospectus. The Underwriters' obligations indemnity agreement set forth in this Section 6.3 5.2 shall be in addition to indemnify the Company are several in proportion to their respective underwriting obligations and not jointany liabilities that each Underwriter may otherwise have.

Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth under the caption “Underwriting” in the sentences related to concessions and reallowances and the paragraph related to stabilization, syndicate covering transactions and penalty bids. In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.