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

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers Affiliates, directors, officers, employees and employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such lossjoint or several, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises that arise out of or is are based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto) ), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsRoad Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , in each case, except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expenseInformation. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.. 30

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred and documented in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written (x) any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect below and (y) any information relating to any preliminary prospectus, the foregoing indemnity agreement shall not inure Selling Stockholder furnished to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 Company in writing by and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to Selling Stockholder expressly for use therein, it being understood and agreed that the only such person, if required information furnished by law so to have been delivered, at or prior to the written confirmation any Selling Stockholder consist of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSelling Stockholder Information.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees Oak Street Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the K-SRS or the K-Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (iiiii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the only such information furnished by the Representatives to the Company consists statements therein, in light of the information described circumstances under which they were made, not misleading, in subsection (c) below. Providedeach case except insofar as such losses, furtherclaims, that damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveInformation.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and agreed that the only such in conformity with any information relating to any Underwriter furnished by the Representatives to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given writing by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to through the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveRepresentatives expressly for use therein.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or under the Securities Act, any prospectus wrapper material distributed Written Testing-the-Waters Communication, any road show as defined in connection with Rule 433(h) under the Securities Act related to the offering and sale of the Shares outside of the United States (a “road show”) or in connection with the reservation and sale of Directed Shares to the Participantsany Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) or any prospectus wrapper material distributed “road show” (as defined in connection with Rule 433 under the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsSecurities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by the Representatives such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus or any prospectus wrapper material distributed in connection with the sale Time of the Shares outside Sale Information (including any Time of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsSale Information that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information (x) relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that below or (y) relating to any Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein (other than any untrue statement or omission based upon any fact with respect to any preliminary prospectusposition, office or other relationship which any Selling Stockholder has had with, and is material to, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, Company or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended its predecessors or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or affiliates within three years prior to the written confirmation date of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveProspectus).

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their officers and employees, and each person, if any, who controls any Underwriter the Underwriters within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter the Underwriters or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 430A, as applicable, under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any preliminary free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter the Underwriters and each such officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by Jefferiesthe Representative) as such expenses are reasonably incurred by such Underwriter the Underwriters or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives Representative expressly for use in the Registration Statement, the Time of Sale Prospectus, any preliminary prospectus such free writing prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives Representative to the Company consists of the information described in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates, directors, officers, employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and properly documented expenses (including the fees and disbursements of counsel chosen by Jefferiescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representatives Representative in writing expressly for use in the Registration Statement, any preliminary prospectus prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Permitted Section 5(d) Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c‎Section 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a‎Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates, directors, officers, employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participantsforegoing), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, ; provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offeredwillful misconduct; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all documented expenses (including the fees and disbursements of counsel chosen by Jefferiesthe Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (cSection 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees MediaAlpha Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as incurredsuch fees and expenses are incurred and documented), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its selling agents, affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates, directors, officers, employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and properly documented expenses (including the fees and disbursements of counsel chosen by Jefferiescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Permitted Section 5(d) Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (cSection 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are reasonably incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus Statement or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPreliminary Prospectus, or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further; ; provided, that the foregoing indemnity with respect to any preliminary prospectus, the foregoing indemnity agreement Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person persons asserting any losssuch losses, claimclaims, damagedamages or liabilities purchased Stock if, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and extent required by applicable law, a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, person at or prior to the written confirmation of the sale of the Offered Shares Stock to such person, person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damagedamage or liability, liability unless such failure to send or expensegive a copy of the Prospectus is the result of noncompliance by the Company with Section 4 hereof. The indemnity agreement set forth Company also agrees to indemnify and hold harmless Merrill Lynch, Pierce, Fenner & Smith Incorporated, its affiliates, dixxxxxxx and officers anx xxxx pexxxx, if any, who controls Merrill Lynch, Pierce, Fenner & Smith Incorporated within the meaning xx Xxxxion 15 of the Sexxxxxxes Xxx xr Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of Merrill Lynch, Pierce, Fenner & Smith Incorporated's participation as x "xxxxified independenx xxxxrwrxxxx" within the meaning of the Rules of Conduct of the National Association of Securities Dealers, Inc. in this Section 8(a) shall be in addition to any liabilities that connection with the Company may otherwise haveoffering of the Shares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or (ii) any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSelling Stockholder’s Information.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with defending or expenseinvestigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or under the Securities Act, any prospectus wrapper material distributed road show as defined in connection with Rule 433(h) under the Securities Act related to the offering and sale of the Shares outside of the United States and not constituting an Issuer Free Writing Prospectus (a “road show”) or in connection with the reservation and sale of Directed Shares to the Participantsany Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented out-of-pocket legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company in writing by an Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers and affiliates, employees, agents, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees, employees and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner toPreliminary Prospectus, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees agrees, to indemnify and hold harmless each Underwriter, its officers directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or each such affiliate director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(e)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A 430A, 430B or Rule 434 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter Underwriter, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including including, subject to Section 8(d), the fees and disbursements of counsel chosen by Jefferiesthe Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. ProvidedThe Company also agrees to indemnify and hold harmless, furtherXxxxxxx Xxxxx & Co. LLC, that with respect to any preliminary prospectusits affiliates, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 directors and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such officers and each person, if required by law so to have been deliveredany, at or prior to who controls Xxxxxxx Sachs & Co. LLC within the written confirmation meaning of Section 15 of the sale Securities Act or Section 20 of the Offered Shares to such personExchange Act, from and if against any and all losses, claims, damages and liabilities incurred as a result of Xxxxxxx Xxxxx & Co. LLC’s participation as a “qualified independent underwriter” within the Prospectus (as so amended or supplemented) would have cured meaning of FINRA Rule 5121 in connection with the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that offering of the Company may otherwise haveShares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), any Issuer Free Writing Prospectus or any prospectus wrapper material distributed in connection with the sale Time of the Shares outside Sale Information (including any Time of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsSale Information that has subsequently been amended), or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further; provided, that the indemnity agreement provided in this Section 9(a) with respect to any preliminary prospectus, the foregoing indemnity agreement Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losslosses, claimclaims, damage, liability damages or expense liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Offered the Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended in which such untrue statement or supplemented if the Company shall have furnished any amendments alleged untrue statement or supplements thereto) omission or alleged omission was corrected had not been sent or given by or on behalf of such Underwriter to such person, if person within the time required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSecurities Act.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers and affiliates, employees, agents, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Each Company agrees Party agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonably incurred legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communications, any electronic road show or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by the Representatives such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, its directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented fees and expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any materials or any prospectus wrapper material distributed information (when taken together with the Pricing Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the sale marketing of the offering of the Shares outside of (the United States “Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in connection with the reservation and sale of Directed Shares to the Participantsperson or electronically) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company in writing by the Representatives any Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, each of its officers directors and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, employee or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus prospectus, the Time of Sale Prospectus, any free writing prospectus, or the Prospectus (or any amendment or supplement thereto) ), or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsCanada, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferiesthe Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives Representative to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred and documented in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written (i) any information relating to any Underwriter furnished to the Company in writing by the Representatives such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cd) below. Provided, further, that with respect to any preliminary prospectus, below or (ii) the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSelling Stockholder Information.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the K-SRS or the K-Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (iiiii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the only such information furnished by the Representatives to the Company consists statements therein, in light of the information described circumstances under which they were made, not misleading, in subsection (c) below. Providedeach case except insofar as such losses, furtherclaims, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability damages or expense purchased Offered Sharesliabilities arise out of, or are based upon, any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Stockholder Information or Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveInformation.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. ProvidedThe Company also agrees to indemnify and hold harmless, furtherBofA Securities, that with respect to any preliminary prospectusInc., the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any lossits affiliates, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 directors and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such officers and each person, if required by law so to have been deliveredany, at or prior to who controls BofA Securities, Inc. within the written confirmation meaning of Section 15 of the sale Securities Act or Section 20 of the Offered Shares to such personExchange Act, from and if against any and all losses, claims, damages and liabilities incurred as a result of BofA Securities, Inc.’s participation as a “qualified independent underwriter” within the Prospectus (as so amended or supplemented) would have cured meaning of FINRA Rule 5121 in connection with the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that offering of the Company may otherwise haveShares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates, directors, officers, employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided provided, however, that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly primarily from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or bad faith, gross negligence and or willful misconduct, or (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Offered Shares have been offeredoffered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by Jefferiescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representatives Representative in writing expressly for use in the Registration Statement, any preliminary prospectus prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Permitted Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (cSection 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the- Waters Communication, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers, employees, agents, and each person, if any, who controls any such Underwriter within the meaning of Section 14 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted), as incurredjoint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise that arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or arise out of, or are based upon, any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or under the Securities Act, any prospectus wrapper material distributed Written Testing-the-Waters Communication, any written materials prepared in connection with a road show as defined in 433(h) under the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsSecurities Act, including any electronic road show (“Written Road Show Materials”), or the any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or arise out of, or are based upon, any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cSection 7(b) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, its directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented fees and expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as promptly after such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication prepared or authorized by the Company, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees, employees and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with defending or expenseinvestigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or under the Securities Act, any prospectus wrapper material distributed Written Testing-the-Waters Communication, any road show as defined in connection with Rule 433(h) under the Securities Act related to the offering and sale of the Shares outside of the United States and not constituting an Issuer Free Writing Prospectus (a “road show”) or in connection with the reservation and sale of Directed Shares to the Participantsany Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. ProvidedThe Company also agrees to indemnify and hold harmless, furtherXxxxx, that with respect to any preliminary prospectusXxxxxxxx & Xxxxx, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any lossInc., claimits affiliates, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 directors and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such officers and each person, if required by law so to have been deliveredany, at or prior to who controls Xxxxx, Xxxxxxxx & Xxxxx, Inc. within the written confirmation meaning of Section 15 of the sale Securities Act or Section 20 of the Offered Shares to such personExchange Act, from and if against any and all losses, claims, damages and liabilities incurred as a result of Xxxxx, Xxxxxxxx & Xxxxx, Inc.’s participation as a “qualified independent underwriter” within the Prospectus (as so amended or supplemented) would have cured meaning of FINRA Rule 5121 in connection with the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that offering of the Company may otherwise haveShares.

Indemnification of the Underwriters by the Company. The Company agrees to will indemnify and hold harmless each Underwriter, its officers and partners, members, directors, officers, employees, agents and affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Underwriter or such controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, regulation or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based (A) (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Registration StatementFinal Prospectus or any Issuer Free Writing Prospectus, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A arise out of or Rule 434 under the Securities Act, or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to will reimburse each Underwriter and each such controlling person Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and its partners, its officers members and employeesaffiliates, and their respective directors, officers, employees and agents, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any loss, claim, damage, liability liability, litigation, investigation, suit, action or expenseproceeding (whether or not such Indemnified Person (as defined below) is a party thereto), whether commenced or threatened, and in connection with the enforcement of this provision with respect to any of the above, in each case, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonably incurred legal fees and other reasonably incurred expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers and employees, and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter Underwriter, officer, employee or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment thereto, including any information deemed to be a part thereof pursuant to issuer free writing prospectus as defined in Rule 430A or Rule 434 433(h) under the Securities Act, or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or fact, in each case, necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; misleading and to reimburse each Underwriter and each such Underwriter, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferiessuch Underwriter) as such expenses are reasonably incurred by such Underwriter Underwriter, officer, employee or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon (1) any breach by such Underwriter of its covenant set forth in Section 4 hereof or (2) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives any Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Time of Sale Prospectus, the Prospectus or any issuer free writing prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described set forth in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expenseSchedule D hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers affiliates, directors, officers, employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participantsforegoing), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and documented expenses (including the fees and disbursements of counsel chosen by Jefferiescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (cSection 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable documented legal fees and other reasonable documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus[, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act], any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cSection 9(c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonably incurred and documented legal fees and other reasonably incurred and documented expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. ProvidedThe Company also agrees to indemnify and hold harmless, furtherX.X. Xxxxxx Securities LLC, that with respect to any preliminary prospectusits affiliates, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 directors and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such officers and each person, if required by law so to have been deliveredany, at or prior to who controls X.X. Xxxxxx Securities LLC within the written confirmation meaning of Section 15 of the sale Securities Act or Section 20 of the Offered Shares to such personExchange Act, from and if against any and all losses, claims, damages and liabilities incurred as a result of X.X. Xxxxxx Securities LLC’s participation as a “qualified independent underwriter” within the Prospectus (as so amended or supplemented) would have cured meaning of FINRA Rule 5121 in connection with the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that offering of the Company may otherwise haveShares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its directors, officers and employeesagents, each broker dealer affiliate of any Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or expensedefending any such action or claim asserted), as incurred, to which such Underwriter joint or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)several, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of of, or is are based (A) upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; or , (ii) upon or any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Pricing Prospectus, the Prospectus (or any amendment or supplement thereto) or ), any prospectus wrapper material distributed in connection Issuer Free Writing Prospectus listed on Annex B hereto (taken together with the sale of the Shares outside of the United States or in connection Pricing Disclosure Package), any Written Testing-the-Waters Communication listed on Annex D hereto (taken together with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package), or the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) or caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, Statement or the ADR Registration Statement or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers and employees, Underwriter and each person, if any, who controls “controls” any Underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability or expensewithout limitation, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act any legal or other federal expenses reasonably incurred in connection with defending or state statutory law investigating any such action or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act), or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except (i) insofar as such losses, claims, damages or (ii) upon liabilities are caused by any such untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus therein and (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (cii) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, damage or liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 5 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter , in connection with, or relating each case in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause foregoing clauses (i) or and (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Underwriter or such controlling person in connection with investigatingbased upon, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection (cb) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its officers Affiliates, directors, officers, employees and employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, any and all documented and reasonably incurred legal fees and other expenses incurred in connection with defending or expenseinvestigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such lossjoint or several, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises that arise out of or is are based (A) upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto) ), any Preliminary Prospectus, or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the Participantsroad show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , in each case, except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representatives to the Company consists of the information described in subsection (c) below. Provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expenseInformation. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred and documented in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriter joint or such controlling person may become subjectseveral, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation)are based upon, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any prospectus wrapper material distributed in connection with the sale of the Shares outside of the United States or in connection with the reservation and sale of Directed Shares to the ParticipantsPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , in each case except insofar as such losses, claims, damages or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection withliabilities arise out of, or relating in are based upon, any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its willful misconduct or gross negligence and (B) the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written (i) any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by the Representatives to the Company any Underwriter consists of the information described as such in subsection paragraph (cd) below. Provided, further, that with respect to any preliminary prospectus, below or (ii) the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveSelling Stockholder Information.